A.G. Edwards, Inc. Form 10-Q

EX-10.3 4 incentive.htm A.G. Edwards, Inc. Form 10-Q

A.G. EDWARDS, INC.
1988 INCENTIVE STOCK PLAN
2002 Restatement
Recitals

This Plan originally became effective in April 1988. It was amended in (1) June 1990 by the stockholders of the Company to increase the number of shares of Common Stock available under the Plan to 4,060,000 shares (which number has since been adjusted to 7,612,500 shares to reflect a 50% and a 25% stock dividend, treated as a stock split), (2) April 1992 by the Board of Directors to comply with changes under Section 16(b) of the Exchange Act; (3) June 1992 by the stockholders of the Company to increase the number of shares of Common Stock available under the Plan to 13,862,500 shares (which number has since been adjusted to 17,328,125 to reflect a 25% stock dividend, treated as a stock split); (4) June 1995 by the stockholders of the Company to increase the number of shares of Common Stock available under the Plan to 26,328,125 shares (which number has since been adjusted to 3 9,492,188 to reflect a 50% stock dividend, treated as a stock split);
(5) June 1999 by the stockholders of the Company to increase the number of shares of Common Stock available under the Plan to 54,492,188 shares; (6) September, 1999 by the Board of Directors to modify the eligibility requirements and restate the Plan; and (7) February, 2001 by the Board of Directors to modify the definition of Market Value, modify the provisions governing elections between Options and Restricted Stock, modify the provisions governing awards to Senior Participants for Options and Restricted Stock, comply with changes under Section 16(b) of the Exchange Act and restate the plan.

The Company amends the Plan to modify the provisions (1) applicable to non-reporting persons; (2) governing eligibility for an award and the amount of the award; (3) governing elections between Options and Restricted Stock; (4) governing the period of time in which Options must be exercised and (5) limiting the maximum amount of awards.

The Plan as restated by this 2002 Restatement shall apply to Awards for fiscal years beginning after February 28, 2002.

NOW, THEREFORE, effective March 1, 2002, the Plan is hereby amended and restated in its entirety as follows:

1.	*Purpose.*

The purpose of the A.G. Edwards, Inc. 1988 Incentive Stock Plan (the "Plan") is to motivate employees of A.G. Edwards, Inc. (the "Company") and its subsidiaries through added incentives to make a maximum contribution to Company objectives.

2.	*Definitions.*

	As used in the Plan, the following words shall have the following meanings:

	"Administrator" has the meaning ascribed to it in Section 3(a) of the Plan.

	"Award " has the meaning ascribed to it in Section 5 of the Plan.

	"Benefits" means the benefits awarded to Participants as described in Sections 5 through 10 of the Plan. Benefits may be awarded separately or in any combination.

	"Board of Directors" means the Board of Directors of the Company.

	"Business Day" means any day on which the New York Stock Exchange is open for business.

	"Change in Control" means the occurrence of any of the following events without the prior approval of the Board of Directors: (a) a merger, consolidation or reorganization of the Company in which the Company does not survive as an independent entity; (b) a sale of all or substantially all of the assets of the Company; (c) the first purchase of shares of Common Stock of the Company pursuant to a tender or exchange offer for more than 20% of the Company's outstanding shares of Common Stock; or (d) any change in control of a nature that, in the opinion of the Board of Directors, would be required to be reported under the federal securities laws; provided that such a change in control shall be deemed to have occurred if (i) any person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outst anding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute a majority
	thereof unless the election of any director, who was not a director at the beginning of the period, was approved by a vote of at least 70% of the directors then still in office who were directors at the beginning of the period.

	"Code" means the Internal Revenue Code of 1986, as amended. Reference to a section of the Code shall include: (a) that section and any comparable section or sections of any future legislation that amends, supplements or supersedes that section, and (b) any rules or regulations promulgated under such section.

	"Common Stock" means shares of common stock par value $1.00 per share of the Company, either authorized but unissued, or stock that has been issued previously but is held in the treasury of the Company, together with the Common Stock Purchase Rights (as described in the Rights Agreement, as amended) associated with such common stock.

	"Company" has the meaning ascribed to it in Section 1 of the Plan.

	"Competition with the Company" means, with respect to any individual, owning, managing, controlling, participating in or becoming connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any business, individual, partnership or corporation that is engaged significantly, or is planning to become engaged significantly, in a business which, directly or indirectly, competes with a business of the Company or a Subsidiary; provided, merely acquiring or holding shares of any business entity that has its securities listed on a national securities exchange or quoted in the daily listing of over-the-counter market securities shall not constitute such competition so long as such individual and members of such individual's family do not own more than 1% of the voting securities of such an entity.

	"Date of Grant" has the meaning ascribed to it in Section 8(b) of the Plan.

	"Deferred Award Date" has the meaning ascribed to it in Section 7(d) of the Plan.

	"Disability" means a total and permanent disability that renders a Participant unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than three years.

	"Disinterested Administrator" means an Administrator comprised of the Board of Directors or a committee of two or more directors of the Company, each of whom is a a Non-Employee Director.

	"Eligible Employee" has the meaning ascribed to it in Section 4 of the Plan.

	"Employee" means any individual who is employed by the Employer.

	"Employee Stock Purchase Plan" has the meaning ascribed to it in Section 8 of the Plan.

	"Employer" means the Company and its Subsidiaries, while a Subsidiary.

	"Exchange Act" means the Securities Exchange Act of 1934, as amended. Reference to a section of the Exchange Act shall include: (a) that section and any comparable section or sections of any future legislation that amends, supplements or supersedes that section, and (b) any rules or regulations promulgated under such section.

	"Exercise Price" has the meaning ascribed to it in Section 6(b) of the Plan.

	"Incentive Stock Options" has the meaning ascribed to it in Section 9 of the Plan.

	"Market Value" means, with respect to a share of Common Stock on a particular date, the average of the highest and lowest quoted selling prices on the particular date. If there are no sales on that date, the Market Value shall be the average of the highest and lowest quoted selling prices on the next trading date.

	"Non-Employee Director" has the meaning set forth in Rule 16b-3(b)(3)(i) promulgated under Section 16 of the Exchange Act or any successor rule thereto.

	"Offered Shares" has the meaning ascribed to it in Section 8(b) of the Plan.

	"Offering" has the meaning ascribed to it in Section 8 of the Plan.

	"Offering Period" has the meaning ascribed to it in Section 8(e) of the Plan.

	"Option Award Date" has the meaning ascribed to it in Section 6(a) of the Plan.

	"Option Awards" has the meaning ascribed to it in Section 6(a) of the Plan.

	"Option Determination Date" has the meaning ascribed to it in Section 6(a) of the Plan.

	"Options" has the meaning ascribed to it in Section 6(a) of the Plan.

	"Over 60 Participant" has the meaning ascribed to it in Section 7(d) of the Plan.

	"Participant" means each Eligible Employee who receives a Benefit or an award of Benefits under the Plan.

	"Phantom Stock Credits" has the meaning ascribed to it in Section 7(d) of the Plan.

	"Plan" has the meaning ascribed to it in Section 1 of the Plan.

	"Purchase Price" has the meaning ascribed to it in Section 8(d) of the Plan.

	"Reporting Person" means any person who is a director of the Company or any officer of the Company as that term is defined in Rule 16a-1(f), promulgated under Section 16 of the Exchange Act or any successor rule thereto.

	"Restricted Period" has the meaning ascribed to it in Section 7(b)(1) of the Plan.

	"Restricted Share Award Date" has the meaning ascribed to it in Section 7(a) of the Plan.

	"Restricted Share Awards" has the meaning ascribed to it in Section 7(a) of the Plan.

	"Restricted Share Determination Date" has the meaning, ascribed to it in Section 7(a) of the Plan.

	"Restricted Shares" has the meaning ascribed to it in Section 7(a) of the Plan.

	"Rule l6b-3" means Rule 16b-3 promulgated under Section 16 of the Exchange Act, or any successor rule thereto.

	"Section 423 Options" has the meaning ascribed to it in Section 8(a) of the Plan.

	"Senior Participant" has the meaning ascribed to it in Section 6(d) of the Plan.

	"Stock Purchase Plan Eligible Employee" has the meaning ascribed to it in Section 8(a) of the Plan.

	"Subsidiary" means any corporation, partnership, joint venture or business trust, control of which is owned, directly or indirectly, by the Company; provided, for the purpose of any Incentive Stock Options and options granted pursuant to the Employee Stock Purchase Plan, "Subsidiary" shall have the same meaning as the term "subsidiary corporation" as defined in Section 424 of the Code.

	"Termination of Employment," whether or not capitalized when used herein, or any other similar phrase used herein to refer to the employment of an Employee with the Employer being terminated means the Employee ceases to be employed by the Employer whether the cessation of employment is voluntary or involuntary and regardless of whether the employment of the Employee with the Employer ceases because the Employee quits, is discharged, retires, is disabled or dies.

	"Termination for Aggravated Cause" means a Termination of Employment (whether voluntary or involuntary) because any of the following acts or events have occurred: any action or failure to act by a Participant that results in or is likely to result in detriment to the Employer, employees or customers; violation of any securities law; dishonesty whether or not resulting in a direct or indirect monetary loss; insubordination; drunkenness; use of harmful drugs; willful destruction of property; provocation or continuous agitation of the Employer's customers or employees; or conviction of a felony or a misdemeanor.

	"Vesting Period" has the meaning ascribed to it in Section 6(b) of the Plan.

3.	*Administration.*

	(a)	Appointment. The Plan shall be administered by the Board of Directors of the Company or by one or more committees the members of which need not be members of the Board of Directors (collectively, the "Administrator") appointed by the Board of Directors. Such a committee may be appointed by designating another committee, such as the Compensation Committee of A.G. Edwards & Sons, Inc., to serve as Administrator. All of the duties of the Administrator may be assigned to one committee or, if the Board of Directors appoints more than one committee to serve as Administrator, the Board of Directors may allocate the specific duties of the Administrator among such committees. A particular committee to whom a specific duty is so allocated shall have the sole responsibility and authority for carrying out such duty. A committee shall continue to serve in its appointed role until its role
		is terminated or changed by the Board of Directors.

	(b)	Duties. Subject to the provisions of the Plan, the Administrator shall have exclusive authority to interpret and administer the Plan (including, without limitation, developing or approving forms to implement all or any part of the Plan), to delegate its authority and duties under the Plan, and to take all such steps and make all such rules or determinations in connection with the Plan and any of the Benefits provided by the Plan as it may deem necessary or advisable (including, without limitation, rules relating to any tax withholding requirements, designation of beneficiaries, ownership of shares in joint names and restoration of awards for rehired Participants); provided, however, the Administrator shall not have the authority to change the amount, price or timing of any Benefits awarded by the terms of the Plan; provided, further, with respect to the forfeiture of any Benefits, only a Dis interested Administrator may make a determination that a Reporting Person has incurred a Termination for Aggravated Cause.

4.	*Eligibility.*

	"Eligible Employee" shall include any individual who is an Employee of the Employer at the time Benefits under the Plan are awarded and who satisfies the eligibility requirements established by the Administrator, from time to time, taking into account such factors as the Administrator may consider relevant (which may include, but need not include, the nature of services rendered by the Employee or the capacity of the Employee to contribute to the success of the Employer).

5.	*Award.*

	Determination of Awards. The award ("Award"), if any, of Options and Restricted Shares (as hereinafter defined) or both to which an Eligible Employee is entitled for any specific fiscal year of the Company shall be determined by the Administrator. The Award hereunder to an Eligible Employee is for services rendered by the Eligible Employee during the fiscal year of the Company on which such Award is based. No Eligible Employee shall be entitled to an Award absent a determination by the Administrator which shall be made at the discretion of the Administrator.

The Administrator in its discretion, shall establish how the Award, if any, shall be allocated between Options or Restricted Shares or both.

6.	*Stock Options.*

	(a)	Grant and Time of Award. Subject to Section 5, awards of options ("Options") to purchase shares of Common Stock from the Company shall be granted to Eligible Employees as determined by the Administrator. Options shall be in the form of "Nonqualified Stock Options," which are not intended to qualify as incentive stock options within the meaning of Section 422 of the Code. Awards of Options ("Option Awards") shall be made for each fiscal year of the Company during the term of the Plan as of the last day of each such fiscal year (an "Option Award Date"). The amount of the Option Awards, if any, on a specific Option Award Date shall be determined as soon as administratively practical after the end of each such fiscal year (an "Option Determination Date").

	(b)	Exercise. Options shall entitle a Participant to purchase shares of Common Stock at a price (an "Exercise Price") per share equal to the Market Value of the Common Stock on the applicable Option Determination Date. Options shall become exercisable three (3) years after the applicable Option Award Date (a "Vesting Period"), and must be exercised no later than ten (10) years, unless extended, after the applicable Option Award Date. Any Vesting Period shall be extended by the length of any leave of absence, except a leave of absence for medical reasons approved in writing by the Administrator. Options that are not exercised within ten (10) years (unless extended) after the applicable Option Award Date will lapse. A Participant may exercise all of his vested Options in any order and at one time or at different times for less than the total amount until all of his vested Options have been exercis ed. A Participant may exercise his Options only by giving the Administrator written notice of his intent to exercise his Options. The written notice must be in a form acceptable by the Administrator. When a Participant exercises an Option, the applicable Exercise Price is payable to
		the Company in full in cash; provided, the Administrator (or a Disinterested Administrator in the case of a Reporting Person) may permit a Participant to pay for all or any part of the Common Stock purchased on exercise of an Option with shares of Common Stock (valued at their Market Value on the date of the exercise) already owned by the Participant or acquired pursuant to the exercise of his Options.

	(c)	Restrictions.
		(1)	Assignment. During a Participant's lifetime, Options shall be exercisable only by the Participant. A Participant cannot transfer or assign his Options awarded under the Plan other than by will or by the laws of descent and distribution.

		(2)	Forfeiture. A Participant will forfeit his unvested Options if his employment with the Employer is terminated for any reason other than death or Disability on or before the end of any applicable Vesting Period. A Termination of Employment shall not be deemed to occur if a Participant merely transfers from the Company to a Subsidiary, from one Subsidiary to another Subsidiary or from a Subsidiary to the Company.

	If a Participant is reemployed by the Company within one year after a termination of employment, Options forfeited on account of such a termination of employment shall be restored. The three-year vesting period for such Options shall be extended by the length of absence from employment; but the original expiration date of such Option shall not be extended.

		(3)	Termination of Restrictions.

			(A)	If a Participant's employment is terminated before the end of any applicable Vesting Period because of death or Disability, his unvested Options may be exercised by him (or his beneficiary, personal representative or distributee, as applicable) during a seven?year exercise period beginning as of the date of such Termination of Employment, but in no event later than the expiration of the applicable original exercise period.

			(B)	Any Vesting Period shall end and all unvested Options shall become exercisable immediately upon a Change in Control.

		(4)	No Rights as a Stockholder. No person entitled to exercise any Option granted under the Plan shall have any of the rights or privileges of a stockholder of the Company with respect to shares issuable upon exercise of such Option until certificates representing such shares shall have been issued and delivered to such person.

	(d)	Awards for Senior Participants. The terms of this Section 6(d) shall apply to any unvested Options held by a Participant age 55 or older (a "Senior Participant"). Shares subject to any unvested Option held by a Senior Participant shall not be forfeited (but shall remain subject to any applicable Vesting Period) merely because such Senior Participant's employment with the Employer is terminated (other than a Termination for Aggravated Cause).

	Upon a Termination for Aggravated Cause, a Senior Participant shall forfeit all unvested Options. A Senior Participant who engages in Competition with the Employer within any Vesting Period shall forfeit his unvested Options at the time such Competition with the Employer commences. All of the Options of a Senior Participant shall become fully vested immediately upon a Change in Control. Any restrictions, terms or conditions in this Section 6 applicable to Options generally shall apply to a Senior Participant's Options to the extent they are not inconsistent with the provisions of this Section 6(d).

7.	*Restricted Shares.*

	(a)	Time of Award. "Restricted Shares" are shares of Common Stock that are subject to certain restrictions on their disposition and to the rights of the Company to reacquire such shares upon the occurrence of certain events, all on the terms specified in the Plan. Subject to Section 5, Restricted Shares shall be awarded to Eligible Employees as determined by the Administrator. Awards of Restricted Shares ("Restricted Share Awards") shall be made for each fiscal year of the Company during the term of the Plan as of the last day of each such fiscal year (a "Restricted Share Award Date"). The amounts of the Restricted Share Awards, if any, shall be determined as soon as administratively practical after the end of each such fiscal year (a "Restricted Share Determination Date").

	(b)	Restrictions.

		(1)	Restricted Period. Restricted Shares shall be subject to the restrictions described herein for three (3) years from their applicable Restricted Share Award Date (a "Restricted Period"). Any Restricted Period shall be extended by the length of any leave of absence, except a leave of absence for medical reasons approved in writing by the Administrator. During any Restricted Period, a Participant will have the entire beneficial ownership and the right to vote his Restricted Shares and receive any dividends thereon; provided, however, a Participant may not sell, transfer, pledge or otherwise dispose of or encumber his Restricted Shares (other than by will or by the laws of descent and distribution) during any applicable Restricted Period. A Participant shall not be entitled to delivery of a certificate representing shares of Common Stock until the expiration of the Restricted Period applicable to such shares as Restricted Shares.

		(2)	Forfeiture. A Participant will forfeit his Restricted Shares if his employment with the Employer is terminated for any reason other than death or Disability within any Restricted Period. A termination of employment shall not be deemed to occur if a Participant merely transfers from the Company to a Subsidiary, from one Subsidiary to another Subsidiary or from a Subsidiary to the Company.

	If a Participant is reemployed by the Company within one year after a termination of employment, Restricted Shares forfeited on account of such a termination of employment shall be returned to the Participant. The restricted period for such Restricted Shares shall be extended by the length of absence from employment. The Participant shall not be entitled to any dividends, the record date of which occurred during such absence.

		(3)	Termination of Restrictions

			(A)	If a Participant's employment with the Employer is terminated during any Restricted Period because of death or Disability, the restrictions on his Restricted Shares will end and he (or his beneficiary, personal representative or distributee, as applicable) will be entitled to receive and retain his Restricted Shares.

			(B)	A Restricted Period shall end, and Participants shall have a nonforfeitable right to their Restricted Shares, immediately upon a Change in Control.


	(c)	Awards for Senior Participants. The terms of this Section 7(c) shall apply to any Restricted Shares held by a Senior Participant, except as may be provided in Section 7(d). Restricted Shares held by a Senior Participant shall not be forfeited (but shall remain subject to their restrictions during any applicable Restricted Period) merely because such Senior Participant's employment with the Employer is terminated (other than a Termination for Aggravated Cause). Upon a Termination for Aggravated Cause, a Senior Participant shall forfeit all of his Restricted Shares still subject to a Restricted Period at the time of termination. A Senior Participant who engages in Competition with the Employer during any Restricted Period shall forfeit all of his Restricted Shares subject to a Restricted Period at the time such Competition with the Employer commences. A Restricted Period applicable to a Senio r Participant's Restricted Shares shall end upon a Change in Control. Any restrictions, terms or conditions in this Section 7 applicable to Restricted Shares generally shall apply to a Senior Participant's Restricted Shares to the extent they are not inconsistent with the provisions of this Section 7(c).
		A Restricted Period applicable to a Senior Participant's Restricted Shares shall end upon a Change in Control. Any restrictions, terms or conditions in this Section 7 applicable to Restricted Shares generally shall apply to a Senior Participant's Restricted Shares to the extent they are not inconsistent with the provisions of this Section 7(c).

	(d)	Phantom Stock Credits. An Eligible Employee who is 60 years of age or older (an "Over 60 Participant") on any Restricted Share Award Date, and who is awarded Restricted Shares as all or part of his Award, shall not be awarded Restricted Shares on that date. Instead, such an Over 60 Participant shall be awarded "Phantom Stock Credits" which will serve as the basis for an award of Restricted Shares two years after such a Restricted Share Award Date (a "Deferred Award Date"), with each Phantom Stock Credit representing the right to receive one share of Restricted Stock. An account shall be established for each Over 60 Participant to show the number of Phantom Stock Credits allocated to him. The award of Phantom Stock Credits allocated to such an account for any specific fiscal year of the Company shall be in an amount that will entitle such Over 60 Participant to the number of Restricted Share s to which such Over 60 Participant would have been Awarded if such Over 60 Participant had been younger than 60 years of age on the applicable Restricted Share Award Date.

	The number of Phantom Stock Credits in an Over 60 Participant's account shall be adjusted to reflect dividends on the Common Stock on each dividend record date after the applicable Restricted Share Determination Date. The number of additional Phantom Stock Credits allocated to an Over 60 Participant's account for a cash dividend shall equal the total amount of each such dividend imputed to such Over 60 Participant (the per share dividend multiplied by the number of Phantom Stock Credits in such Over 60 Participant's account before such increase) divided by the Market Value of the Common Stock on the record date of the dividend. The number of additional Phantom Stock Credits allocated to an Over 60 Participant's account for a stock dividend shall equal the number of additional shares of Common Stock to which such Over 60 Participant would have been entitled if he had been the h older of a number of shares of Common Stock equal in number to the number of Phantom Stock Credits allocated to his account as of that dividend record date before such increase. The number of Phantom Stock Credits allocated to an
	Over 60 Participant's account instead of dividends will be added to the total number of such Over 60 Participant's Phantom Stock Credits for calculating future amounts to be allocated in lieu of dividends.

	Over 60 Participants cannot transfer or assign their Phantom Stock Credits awarded under the Plan other than by will or by the laws of descent and distribution. If an Over 60 Participant's employment is terminated (other than a Termination for Aggravated Cause), he shall not forfeit the right to an award of Restricted Shares on any Deferred Award Date, nor shall he forfeit Restricted Shares awarded on any Deferred Award Date, merely because of such a termination. If an Over 60 Participant's employment is terminated before any Deferred Award Date because of death or Disability, such Over 60 Participant (or his beneficiary, personal representative or distributee, as applicable) shall be entitled to receive at the time of such termination a stock certificate for the whole number of shares of Common Stock equal to the number of Phantom Stock Credits then credited to his account (r ounded down to the nearest whole number of shares). Any Deferred Award Date shall occur and any applicable Restricted Period for Restricted Shares awarded shall end immediately upon a Change in Control.

	If an Over 60 Participant's termination is a Termination for Aggravated Cause, he shall forfeit the right to an award of Restricted Shares based on any Phantom Stock Credits attributable to his account and shall forfeit all shares of Restricted Shares still subject to a Restricted Period at the time of his Termination for Aggravated Cause. An Over 60 Participant who engages in Competition with the Employer before any Deferred Award Date or the end of any Restricted Period shall forfeit his Phantom Stock Credits and Restricted Shares.

	As of any specific Deferred Award Date, each Over 60 Participant shall be awarded that number of shares of Restricted Shares equal to the number of Phantom Stock Credits (rounded down to the nearest whole share) then credited to his account for the applicable award year. Restricted Shares awarded as of any Deferred Award Date shall be subject to all of the previously described terms and restrictions applicable to Restricted Shares, to the extent they are not inconsistent with the provisions of this Section 7(d), except that any applicable Restricted Period shall be for only nine months unless extended during a leave of absence. Over 60 Participants have no rights as stockholders with respect to their Phantom Stock Credits until their Restricted Shares are awarded.

8.	*Employee Stock Purchase Plan.*

	Solely for purposes of the Code, this Section 8 shall be treated as a separate plan and referred to as the A.G. Edwards, Inc. Employee Stock Purchase Plan ("Employee Stock Purchase Plan"). Notwithstanding anything to the contrary in the Plan, the following provisions shall apply to any options ("Section 423 Options") to purchase Common Stock awarded Participants ("Offering") in accordance with this Section 8:

	(a)	Eligibility. Section 423 Options awarded in accordance with the Employee Stock Purchase Plan shall be granted only to Employees. To be eligible for an award of Section 423 Options in any specific Offering, an Employee (a "Stock Purchase Plan Eligible Employee") must be a full-time or part-time Employee (temporary Employees are not eligible) on the Date of Grant (as hereinafter defined) for such Offering and on the first business day in October of the next year after such date.

	Irrespective of any other provision of the Plan or the Employee Stock Purchase Plan, no Section 423 Option may be granted to an Employee who owns stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or a Subsidiary as determined in accordance with Section 423(b)(3) of the Code; and no Section 423 Option may be granted to any Employee if such option permits the Employee's rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company or any Subsidiary to accrue at a rate that exceeds Twenty-Five Thousand Dollars ($25,000.00) of Market Value of such stock (determined at the time the Section 423 Option is granted) for each calendar year in which such option is outstanding at any time.

	(b)	Timing of Offerings. An Offering shall be made for each fiscal year of the Company during the term of the Plan as of the first Business Day in October of each such fiscal year. The total number of shares offered ("Offered Shares") to all Stock Purchase Plan Eligible Employees in any specific Offering shall be determined by the Administrator. Subject to a Stock Purchase Plan Eligible Employee's election to participate in an Offering pursuant to Section 8(e), Section 423 Options shall be granted to each individual who is a Stock Purchase Plan Eligible Employee on the Date of Grant of any Offering. For purposes of this Section 8, "Date of Grant" shall have the same meaning as set forth in Treasury Regulation 1.421-7(c).

	(c)	Amount of Shares Purchasable. Section 423 Options granted to a Participant in connection with any specific Offering shall entitle such Participant to purchase individually at the end of the applicable Offering Period (as hereinafter defined) his proportionate share of the Offered Shares for such Offering, based on the percentage that his individual contributions represent of the total contributions of all Stock Purchase Plan Eligible Employees with respect to such Offering; provided, however, a Stock Purchase Plan Eligible Employee may not purchase more than $25,000 worth of Common Stock as provided in Section 7(a).

	Only full shares of Common Stock may be purchased, and no fractional shares will be issued; provided, any amounts not used to purchase Common Stock shall be refunded on terms established by the Administrator. If any Offering is oversubscribed, any amount received from any Participant that is not used to purchase Common Stock shall be refunded on terms established by the Administrator. No Section 423 Option awarded in accordance with the terms of the Employee Stock Purchase Plan shall be transferable otherwise than by will or by the laws of descent and distribution, and shall be exercisable only by the Participant to whom it is granted or by a transferee as permitted herein.

	(d)	Purchase Price. The price ("Purchase Price") per share at which Participants can purchase Common Stock pursuant to their Section 423 Options granted with respect to any specific Offering shall be the lesser of the following two amounts: (1) the greater of (A) 85% of the Market Value of the Common Stock on the applicable Date of Grant, or (B) 85% of the average of the Market Values of the Common Stock on the first Business Day of each month in the Offering Period (as hereinafter defined), including the month of the applicable Date of Grant; and (2) 85% of the Market Value on the earlier of (i) Change in Control or (ii) the first Business Day in October of the next year after the applicable Date of Grant.

	(e)	Participation and Contributions. To participate in any specific Offering, a Stock Purchase Plan Eligible Employee must elect to contribute between 1% and 10% of his total cash compensation (based on salary, commission, bonus and overtime) paid during the period from the applicable Date of Grant until the earlier of (i) Change in Control or (ii) the first Business Day in October of the next year after such date (an "Offering Period").

	During any Offering Period, a Participant may not increase or decrease his contributions; provided, he may stop future contributions for the remainder of such Offering Period and either use amounts contributed up to that date to purchase Common Stock at the end of the Offering Period, or request a refund of the total amount contributed during such Offering Period. A Participant may request a refund of all, but not less than all, of his contributions prior to the end of any specific Offering Period, in which case he would cease to be a Participant in that Offering. If a Participant's employment is terminated prior to the end of a specific Offering Period, he will not be able to continue participation in that Offering, and contributions with respect to that Offering will be automatically refunded.

	The Administrator may establish and adopt uniform rules and forms relating to how and when elections, contributions, withdrawals and refunds may be made by or paid to Participants. All employees granted Section 423 Options under the Employee Stock Purchase Plan shall have the same rights and privileges as required by Section 423(b)(5) of the Code.

	(f)	Purchase of Stock. Common Stock shall be purchased automatically for Participants using their accumulated contributions to the maximum possible extent at the end of any specific Offering Period. A Participant must be a Stock Purchase Plan Eligible Employee at the end of a specific Offering Period to purchase Common Stock in the Offering.

	(g)	Reporting Person Restrictions and Limitations. Notwithstanding any provision contained in this Section 8 to the contrary, if a Reporting Person who is a Participant in the Employee Stock Purchase Plan elects to cease participation in the Employee Stock Purchase Plan, (including by means of an election to request a refund pursuant to Section 8(e)) such Participant may not elect to participate again for at least six (6) months from the date of the prior election.

9.	*Other Benefits.*

	A Disinterested Administrator may award Common Stock or the right to acquire Common Stock to any Employee upon such terms and conditions as such Disinterested Administrator in its discretion shall determine. Such awards may consist of any single Benefit, or a combination of the Benefits, described in the preceding sections (in addition to the award of any such Benefits pursuant to the terms, conditions and formulae contained in such preceding sections), or any other right to acquire Common Stock (including, without limitation, options granted in the form of "Incentive Stock Options" which are intended to qualify as incentive stock options within the meaning of Section 422 of the Code or stock appreciation rights), and may be subject to any conditions such Disinterested Administrator may prescribe, such as a right of first refusal by the Company to repurchase the shares; provided, however, that any Benefit awarded in accordance with the provisions of the Plan which grants the right to purchase shares of Common Stock, except any Benefit which is subject to restrictions that in the aggregate would amount to a
	substantial risk of forfeiture for purposes of Section 83 of the Code, shall require that the price at which the Participant may purchase such shares shall be at least 85% of the Market Value of such shares as determined by such Disinterested Administrator at the time such benefit is awarded.

	The Administrator may make any type of awards that can be made by a Disinterested Administrator; provided, unless the Plan is amended as provided below, such awards are made only to Employees who are not Reporting Persons. The Board of Directors may amend the Plan, from time to time as provided or limited herein, (i) to change any terms, conditions or formulae pursuant to which an award of Benefits as described in the preceding sections may be awarded (either increasing or decreasing the amount of such awards); provided, such changes comply with Rule 16b-3 and/or (ii) to provide terms, conditions and a formula (complying with Rule 16b-3) pursuant to which any right to acquire Common Stock (including, without limitation, Incentive Stock Options and stock appreciation rights) may be awarded, in addition to the Benefits described in the preceding sections. If any such amendments are made, the awards of Benefits authorized by such amendments may be administered by the Administrator.

10.	Shares Subject to Plan.

	Subject to the provisions of Section 11 (relating to adjustment for changes in capital stock), the maximum number of shares that may be issued under the Plan (including shares to be issued under the Employee Stock Purchase Plan) shall not exceed in the aggregate fifty-four million four hundred ninety-two thousand one hundred eighty-eight (54,492,188) shares of Common Stock of the Company. Such shares may be unissued shares or treasury shares.

	If there is a lapse, expiration, termination or cancellation of any Benefit without the issuance of shares, or if shares are issued in connection with any Benefit and later are reacquired by the Company pursuant to rights reserved on issuance, the shares subject to or reserved for such Benefit may again be used in connection with the grant of any of the Benefits described in this Plan; provided, that in no event may the number of shares of Common Stock issued under this Plan exceed fifty-four million four hundred ninety-two thousand one hundred eighty-eight (54,492,188), subject to adjustment as described in Section 11.

11.	*Adjustment Upon Changes in Stock.*

	If any change is made in the shares of Common Stock of the Company by reason of any merger, consolidation, reorganization, recapitalization, stock dividend, split up, combination of shares, exchange of shares, change in corporate structure, or otherwise, appropriate adjustments shall be made by the Administrator to: (a) the kind and maximum number of shares subject to the Plan, (b) the kind and number of shares and price per share of stock subject to each outstanding Benefit, (c) the number of Offered Shares referred to in Section 8(b) and (d) any other amount herein which is so indicated. Any increase in the shares, or the right to acquire shares, as the result of such an adjustment shall be subject to the same terms and conditions that apply to the Benefit for which such increase was received. No fractional shares of Common Stock shall be issued under the Plan on account of any such adjustment, a nd rights to shares always shall be limited after such an adjustment to the lower full share.

12.	*Amendment of the Plan.*

	Except as provided below, the Board of Directors of the Company may at any time amend the Plan (including the provisions of the Employee Stock Purchase Plan); provided, the Board may not, without approval (within twelve months before or after the date of such change) of such number of the stockholders as may be required by either federal income tax or securities law for any particular amendment: (a) increase the maximum number of shares of Common Stock in the aggregate which may be issued under the Plan, except as may be permitted under the adjustment provisions of Section 11, or (b) adopt any other amendment for which shareholder approval is required by federal income tax or securities laws. The Board of Directors may not alter or impair any Benefit previously granted under the Plan without the consent of the person to whom the Benefit was granted.

	If required to qualify the Plan under Rule l6b-3, no amendment to the Plan shall be made more than once every six months that would change the amount, price or timing of any Benefits awarded by the terms of any formula contained in the Plan, other than to comport with changes in the Code, the Employment Retirement Income Security Act of 1974 (as amended), or the rules thereunder.

13.	*Termination of the Plan.*

	The Plan shall continue in force until it is terminated by the Board of Directors. The Board of Directors may terminate or suspend the Plan (including the Employee Stock Purchase Plan) at any time. No Benefit shall be awarded after termination of the Plan. Rights and obligations under a Benefit awarded while the Plan is in effect shall not be altered or impaired by termination or suspension of the Plan except by consent of the person to whom the Benefit was awarded.

14.	*Withholding Tax.*

	The Company shall have the right to withhold with respect to any payments made to Participants under the Plan any taxes required by law to be withheld because of such payments.

15.	*Rules of Construction.*

	The terms of the Plan shall be construed in accordance with the laws of the State of Missouri; provided, that the terms of the Plan as they relate to Incentive Stock Options shall be construed first in accordance with the meaning under and in a manner that will result in the Plan satisfying the requirements of the provisions of the Code governing incentive stock options; provided, further, that the terms of Section 8 of the Plan shall be construed first in accordance with the meaning under, and in a manner that will result in the Employee Stock Purchase Plan satisfying the requirements of, the Code governing such plans. The Plan is intended to qualify under Rule 16b-3 and shall be interpreted and administered in a manner consistent with such intention. Unless otherwise expressly provided, any calculation required by any provision of the Plan shall be rounded down to the nearest whole number. Any wo rd contained in the text of the Plan shall be read in the singular or plural or as masculine, feminine or neuter as may be applicable or permissible in the particular context.

16.	*Nontransferability.*

	Each Option or similar right (including a Stock Appreciation Right) granted under this Plan shall not be transferable other than by will or by the laws of descent and distribution, and shall be exercisable during the holder's lifetime only by the holder or the holder's guardian or legal representative.

17.	*Effective Date.*

	The Plan originally became effective as of April 21, 1988. The Plan as currently revised and restated shall become effective on the date stated on the first page hereof.

CERTIFICATION

The undersigned hereby certifies that the foregoing A.G. Edwards, Inc. 1988 Incentive Stock Plan (as amended and restated) is restated in a form that reflects separate amendments thereto duly adopted by the Board of Directors of A.G. Edwards, Inc. and by the stockholders of A.G. Edwards, Inc., through February 22, 2002.

IN WITNESS WHEREOF, the undersigned has executed this Certification as of February 22, 2002.

					Douglas L. Kelly, Secretary

SECRETARY'S CERTIFICATE AS TO AMENDMENT TO
A.G. EDWARDS, INC.
1988 INCENTIVE STOCK PLAN
2002 RESTATEMENT

I, Douglas L. Kelly, being the Corporate Secretary of A.G. Edwards, Inc., do hereby certify as follows:

1	The A.G. Edwards, Inc. 1988 Incentive Stock Plan (the "Plan") originally was adopted in April 1988.

1	The Plan has been amended from time to time, most recently in the form of a restated plan document dated February 22, 2002 (the "2002 Restatement").

1	The Board of Directors of A.G. Edwards, Inc. by action taken February 22, 2002 amended the 2002 Restatement to delete the Stock Purchase Plan that is Section 8 of the 2002 Restatement contingent upon the stockholders of A.G. Edwards, Inc. approving the 2002 Employee Stock Purchase Plan at the Annual Meeting of Stockholders to be held June 20, 2002.

1	On June 20, 2002, the stockholders of A.G. Edwards, Inc. approved the 2002 Employee Stock Purchase Plan at the Annual Meeting of Stockholders.

1	Upon approval by the stockholders of the 2002 Employee Stock Purchase Plan, the contingency was removed to the amendment of the 2002 Restatement and accordingly the 2002 Restatement was amended to delete the Stock Purchase Plan in Section 8.

IN WITNESS WHEREOF, the undersigned as Secretary of A.G. Edwards, Inc. hereby certifies that A.G. Edwards, Inc the foregoing as of November 17, 2003.

		By: ___________________________________

		Title: __________________________________

SECOND AMENDMENT
A.G. EDWARDS, INC.
1988 INCENTIVE STOCK PLAN
2002 RESTATEMENT

This Plan originally became effective in April 1988. It was amended in (1) June 1990 by the stockholders of the Company to increase the number of shares of Common Stock available under the Plan to 4,060,000 shares (which number has since been adjusted to 7,612,500 shares to reflect a 50% and a 25% stock dividend, treated as a stock split), (2) April 1992 by the Board of Directors to comply with changes under Section 16(b) of the Exchange Act; (3) June 1992 by the stockholders of the Company to increase the number of shares of Common Stock available under the Plan to 13,862,500 shares (which number has since been adjusted to 17,328,125 to reflect a 25% stock dividend, treated as a stock split); (4) June 1995 by the stockholders of the Company to increase the number of shares of Common Stock available under the Plan to 26,328,125 shares (which number has since been adjusted to 39,492,188 to reflect a 50% stock dividend, treated as a stock split); (5) June 1999 by the stockholders of the Company to increase the number of shares
of Common Stock available under the Plan to 54,492,188 shares; (6) September, 1999 by the Board of Directors to modify the eligibility requirements and restate the Plan; (7) February, 2001 by the Board of Directors to modify the definition of Market Value, modify the provisions governing elections between Options and Restricted Stock, modify the provisions governing awards to Senior Participants for Options and Restricted Stock, comply with changes under Section 16(b) of the Exchange Act and restate the plan; (8) February 22, 2002, by the Board of Directors to modify the provisions (a) applicable to non-reporting persons, (b) governing eligibility for an award and the amount of the award, (c) governing elections between Options and Restricted Stock, (d) governing the period of time in which Options must be exercised, (e) limiting the maximum amount of awards and restate the plan; and (9) November 17, 2003 to delete the Stock Purchase Plan in Section 8.

	A.G. Edwards, Inc., now wishes to amend the Plan comply with Standard FAS 123R.

	NOW THEREFORE, the Plan is hereby amended as follows:

1.	Effective March 1, 2005, for awards for fiscal years after 2005, the second sentence in Section 5, first paragraph shall be deleted and the first paragraph of Section 5 shall read as follows:

	Determination of Awards. The award ("Award"), if any, of Options and Restricted Shares (as hereinafter defined) or both to which an Eligible Employee is entitled for any specific fiscal year of the Company shall be determined by the Administrator. No Eligible Employee shall be entitled to an Award absent a determination by the Administrator which shall be made at the discretion of the Administrator.

IN WITNESS WHEREOF, the undersigned as Secretary of A.G. Edwards, Inc. hereby certifies that this Second Amendment was duly adopted by A.G. Edwards, Inc.

		By: ____________________________

			Douglas L. Kelly
			Corporate Secretary

		Date: __________________________

EX-10.4 5 excessprofit.htm

	A.G. EDWARDS, INC.

	EXCESS PROFIT SHARING
	DEFERRED COMPENSATION PLAN

	2002 RESTATEMENT

	TABLE OF CONTENTS

	1.	Purpose			1
	2.	Eligibility			1
	3.	Basic Benefit			2
	4.	Plan Year Accounts			3
	5.	Pre-1987 Creditation of Interest			3
	6.	Plan Year Account Return Options - Post 1986			4
	7.	Fees Charged to Plan Year Accounts			5
	8.	Vesting Provisions for A Accounts			5
	9.	Vesting Provisions for B Accounts			7
	10.	Vesting Provisions For All Plan Year Accounts			8
	9.	Payment of A Accounts			9
	12.	Payment of B Accounts			9
	13.	Payment Upon Change in Control			12
	14.	Payment Upon Death			13
	15.	Severance Plan Override			13
	16.	Amendment or Discontinuance			14
	17.	Plan Administrator			14
	18.	Unfunded			14
	19.	Definitions and Rules of Construction			14
	20.	Official Actions			15
	21.	Tax Withholding			15

	A.G. EDWARDS, INC.
	EXCESS PROFIT SHARING
	DEFERRED COMPENSATION PLAN

	As Amended and Restated effective January 1, 2002

The A.G. Edwards, Inc. Excess Profit Sharing Deferred Compensation Plan (the "Plan") was originally effective beginning with the 1983 calendar year. The Plan was amended and restated as of January 1, 1987, January 1, 1994, January 1, 1995, August 20, 1999, and February 22, 2001. As of February 28, 2001, all existing post 1986 Plan Year Accounts were designated Plan Year A Accounts. Beginning with the 2001 Plan Year, awards are allocated evenly between an A Account and a B Account. Amounts allocated to B Accounts are subject to different vesting and payment provisions, as set forth in this restated instrument.

A.G. Edwards, Inc. now wishes to amend the Plan to accelerate vesting and payment of benefits for certain retirees and to add certain severance payment provisions.

NOW, THEREFORE, the Plan is hereby amended and restated by the following instrument, which shall be entitled the 2002 Restatement.

The amendments made by this 2002 Restatement generally are effective as of January 1, 2002, except as otherwise explicitly provided in the Plan.

The rights and benefits of a participant shall be governed by this Plan as amended from time to time and as in effect at the relevant time. Except as otherwise explicitly provided in the Plan, the rights and benefits of each participant shall be determined pursuant to the provisions of the Plan as in effect on the date of the applicable event.

	1.	*Purpose.* The purpose of the Plan is to provide unfunded deferred compensation to certain highly compensated employees whose benefit under the A.G. Edwards, Inc. Retirement and Profit Sharing Plan (the "Profit Sharing Plan") is limited by the Allocation Limitations contained in the Profit Sharing Plan. For purposes of this Plan, "Allocation Limitations" means the limitations on benefits in the Profit Sharing Plan imposed by Section 402(g) of the Code, which limits the amount an employee may elect to contribute to the Profit Sharing Plan, as described in Article VI of the Profit Sharing Plan, the limitation on the amount of Compensation which may be considered under the Profit Sharing Plan, as described in Article III of the Profit Sharing Plan, and the limitation imposed by Section 415 of the Code, which limits the amount that may be allocated to the account of an employee, as described in Section 7.6 of the Profit Sharing Plan.

	2.	*Eligibility.* Any employee of A.G. Edwards, Inc. and its Affiliates (the "Company") who is eligible to make a Deductible Employee Contribution pursuant to Section 6.1 of the Profit Sharing Plan for a Plan Year beginning after 1994 shall be eligible to participate in this Plan for that Plan Year whether or not a contribution is made.

	3.	*Basic Benefit.* The "Basic Benefit" of a participant in this Plan for a Plan Year beginning after 1994 shall, subject to the limitations in this Paragraph 3, equal the sum of (A) and (B) as follows:

(A)	The product of the "Applicable Percentage" of the participant for the Plan Year multiplied by the "Excess Profit Sharing Compensation" of the participant for the Plan Year where:

	(i)	The Applicable Percentage is the sum of (a) the rate of the Required Employer Non-matching Contribution with respect to Excess Compensation for that Plan Year made in accordance with Section 6.3 of the Profit Sharing Plan and (b) the rate of the FICA Discretionary Employer Non-matching Contribution for that Plan Year made in accordance with Section 6.4 of the Profit Sharing Plan; and

	(ii)	The Excess Profit Sharing Compensation for a Plan Year is Compensation as defined in the first Paragraph of Section 3.6 of the Profit Sharing Plan to the extent such compensation exceeds the limitation on Compensation in Sections 6.3 and 6.4 of the Profit Sharing Plan; and

(B)	The amount, if any, that would have been prevented from being allocated to the account of the participant in the Profit Sharing Plan for the Plan Year with respect to Compensation below the limitation on Compensation in Sections 6.3 and 6.4 of the Profit Sharing Plan solely as a result of the dollar limitation of Section 415(c)(1)(A) of the Code as set forth in Section 7.6(A) of the Profit Sharing Plan if the participant had made the maximum Deductible Employee Contribution permitted for the participant by the Profit Sharing Plan.

Notwithstanding anything to the contrary in this Paragraph 3, in no event shall the amount of the Basic Benefit for a Plan Year under this Plan, when added to the combined maximum amount of the Employer Contributions under the Profit Sharing Plan, exceed the maximum amount, if any, established for such Plan Year by the Plan Administrator.

Notwithstanding anything to the contrary in this Paragraph 3, if the Basic Benefit of a participant for a Plan Year, computed pursuant to the formula as described above that is applicable to that Plan Year, shall be less than $500, such participant shall not be entitled to any benefit under this Plan for that Plan Year.

	4.	*Plan Year Accounts.* A separate Plan Year Account shall be established and maintained for each participant with respect to each Plan Year for which the participant is entitled to creditation of a Basic Benefit. The Plan Administrator shall record the dollar amount of the Basic Benefit of a participant for each Plan Year to a separate Plan Year Account for that participant for that year.

		As of February 28, 2001, all existing post-1986 Plan Year Accounts shall be designated Plan Year A Accounts. Beginning with the 2001 Plan Year, awards shall be allocated evenly between an A Account and a B Account for each participant.

	5.	*Pre-1987 Creditation of Interest.* As of the last day of each Plan Year, the Plan Administrator shall adjust the pre-1987 Plan Year Accounts of each participant by crediting simple interest on the balance credited to each such account as of the beginning of the Plan Year (after reduction of the account balances to reflect the amount paid to participants during such Plan Year) at the applicable rate, as follows:

(A)	Except as provided below in subparagraphs (B) and (C) of this Paragraph 5, the applicable rate shall be the average of the broker call rates of A.G. Edwards & Sons, Inc. as of the end of each month during the twelve-month period of the Plan Year.

(B)	In the event a participant elects a lump-sum payment of the balance of a Plan Year Account after June 30 of a Plan Year, the Plan Administrator shall adjust the Plan Year Account by crediting simple interest on the balance credited to such account for the partial year ending on the last day of the month as of which such Account becomes payable at the average broker call rate of A.G. Edwards & Sons, Inc. as of the end of each month during the period from the last year-end date interest was credited until the end of the month preceding the payment date.

(C)	The applicable rate for a participant who incurs a Termination of Employment before the participant attains sixty (60) years of age, for the period beginning on January 1 of the calendar year in which such a Termination of Employment occurred, shall be the lesser of:

	(i)	The average of one-half of the broker call rates of A.G. Edwards & Sons, Inc. as of the end of each month during the twelve-month period of the Plan Year, and

	(ii)	The average of the Federal Reserve discount rates as of the end of each of such twelve (12) months.

	In the event such a terminated participant is rehired before the first anniversary of his or her Termination of Employment, the applicable interest rate shall be the average broker call rate determined as if the participant had not incurred a Termination of Employment.

	In the event such a terminated participant is rehired on or after the first anniversary of his or her Termination of Employment, the lower interest rate applicable to former employees as described above shall apply until January 1 following the next date of reemployment of the participant, at which time the average broker call rate applicable to active employees shall again become applicable.

6.	*Plan Year Account Return Options - Post 1986.* On and after June 1, 2000, participants may base the return of a post-1986 Plan Year Account on the performance of one or a combination of securities (the "Funds") designated from time to time by the Plan Administrator. Participants will have no ownership interest in the Funds, but their Plan Year Account balance shall increase or decrease based on the performance of the designated Fund(s). The Funds' performance will be determined by industry acceptable performance measurement standards as determined by the Plan Administrator. Effective December 26, 2001, the broker call rate is eliminated as a basis for determining the return for any unvested Plan Year Account. The Plan Administrator in its sole discretion may from time to time add or delete Funds or other return options from the list of Funds or other return options which participants may base the return for a Plan Year Account.

From time to time, at such times and upon such effective dates as the Plan Administrator may determine, participants may change the Fund(s) they have designated by notifying the Plan Administrator or its designee in such manner as determined by the Plan Administrator.

For Plan Year Accounts vested prior to December 26, 2001, for participants who choose not to base the return of a Plan Year Account on the performance of a Fund(s), the Plan Year Account will be credited interest monthly at the average of the A.G. Edwards & Sons, Inc. broker call rates determined as of the 30-day period ending in the previous month for which data is available. For participants choosing to base the return of a Plan Year Account previously based on broker call rates on the performance of a Fund(s), the Plan Year Account will be credited interest at the previous month's average of the A.G. Edwards & Sons, Inc. broker call rates through the effective date of the transfer from the broker call rate method. No Plan Year Account Balance may be transferred from a Fund(s) to the broker call rate method. No Plan Year Account can have its return based on both the broker call rate and a Fun d(s).

Effective with Plan Year 2001 awards, the return on all new Plan Year Accounts must be based on the performance of a Fund(s). The broker call rate method will no longer be a return measurement option. The return on new Plan Year Accounts initially will be based on the performance of the Fund(s) designated for the Plan Year Accounts of the participant for the immediately preceding Plan Year, if applicable. After the new Plan Year Account is initially directed to a Fund(s), the participant may change the Fund(s) on which the performance of the Plan Year Account is based, independent of other Plan Year Accounts.

Participants who do not designate a return option for Plan Year Accounts will have the return on their Plan Year Accounts determined by a default Fund as determined by the Plan Administrator.

7.	*Fees Charged to Plan Year Accounts.* On and after January 1, 2001, all Plan Year Accounts based on the return of a Fund(s) will be charged an annual administration fee in the manner determined by the Plan Administrator, but in no event will the administration fee exceed 25 basis points of the Plan Year Account's ending quarterly balance. The administration fee shall be based on the value of the Plan Year Account(s) at the end of the quarter and charged after the end of the quarter (retroactively), not in advance. The administration fee will apply if the return on the Plan Year Account(s) at any time during the quarter was based on a Fund(s). The Plan Administrator in its sole discretion shall determine which Fund(s) the administration fee will apply to.

8.	*Vesting Provisions for A Accounts.* The amount from time to time credited to each respective Plan Year A Account of a participant maintained for a Plan Year after 1986 shall vest at the rate for each year of service following the Plan Year for which the Basic Benefit was credited to that account of the participant, determined by the following schedule:

		*Years of Service*		*Vested Percentage*

		Less than 6		0%
		6		100%

The vested percentage of each separate Plan Year Account shall be determined independently of the vested percentage of any other Plan Year Account of that participant.

Years of Service. A year of service for purposes of this Paragraph means any calendar year during which the participant is employed continuously by the Company. An approved leave of absence for medical reasons shall be treated as a period of continuous employment for vesting. Any other leave of absence shall not count as a period of continuous employment for vesting, but commencing such a leave shall not cause a Termination of Employment. A participant shall receive no vesting credit for a calendar year unless the participant is employed continuously by the Company throughout such year.

Years of service completed prior to the Termination of Employment of a re-employed former participant shall be disregarded completely after the participant is rehired unless the participant is re-employed by the Company no later than the first anniversary of the Termination of Employment of the participant. In the event such a participant is re-employed on or before the first anniversary of his or her Termination of Employment, years of service completed before and after the Termination of Employment shall be aggregated for purposes of determining the vested percentage credited to the respective Plan Year A Accounts of the participant, regardless of whether the participant engages in competition with the Company during such a period of severance.

Forfeiture for Early Termination of Employment. Effective on and after March 1, 2001, in the event of Termination of Employment of a participant, for reasons other than death or disability, before the participant attains fifty-five (55) years of age, and before the combination of full years of age plus full years of service of the participant exceeds 70, the unvested portion of the respective Plan Year A Account balances of such a participant shall be forfeited at the time of such a Termination of Employment of the participant. In the event the participant is rehired by the Company on or before the first anniversary of such a Termination of Employment, no portion of the Plan Year A Account balances shall be forfeited or become payable to the participant on account of such a Termination of Employment and the previously forfeited Plan Year A Account balances of the participant shall be rest ored and distributed to the participant as determined under the remaining provisions of this Plan (including the provision mentioned previously in this Paragraph that only complete continuous years of employment are credited for increased vesting).

Extended Vesting - Early Retirement. Effective on and after March 1, 2001, upon Termination of Employment of a participant after the participant attains age fifty-five (55); or after the combination of full years of age plus full years of service of the participant exceeds 70, but before the participant attains sixty-five (65) years of age ("early retirement"), the respective Plan Year A Account balances of a participant that are not fully vested at the time the participant takes early retirement shall continue to vest as provided above, except that the time after early retirement during which the participant does not engage in competition, as defined in Article X of the Profit Sharing Plan, shall be treated as continued employment of the participant with the Company solely for purposes of vesting.

In the event a participant who takes early retirement shall subsequently engage in competition, as defined in Article X of the Profit Sharing Plan, each Plan Year A Account balance of the participant that is not fully vested at the time the participant first so engages in competition shall be forfeited, unless the participant is rehired by the Company on or before the first anniversary of his or her early retirement date.

Accelerated Vesting at Normal Retirement. For each respective Plan Year A Account of a participant maintained for a Plan Year before 1995, upon Termination of Employment of the participant on or after the participant attains sixty-five (65) years of age, the full amount credited to the Plan Year A Account of the participant as of the last day of the calendar year during which such Termination of Employment occurred shall become fully vested regardless of the number of years of service of the participant at such time, and shall be paid at such time or times as provided below.

For each respective Plan Year A Account of a participant maintained for a Plan Year after 1994, upon the Termination of Employment of the participant on or after the participant attains sixty-five (65) years of age, the respective Plan Year A Account balances of the participant that are not fully vested at the time the participant so retires shall become fully vested at the earlier of the time such accounts vest in accordance with the above six-year schedule, or the first anniversary of the date of such a Termination of Employment. In the event a participant who so retires shall subsequently engage in competition, as defined in Article X of the Profit Sharing Plan, each Plan Year A Account balance of the participant that is not fully vested at the time the participant first so engages in competition shall be forfeited, unless the participant is rehired by the Company on or before the first annive rsary of his or her retirement date. The balance credited to each respective Plan Year A Account of a participant that becomes fully vested after the participant so retires shall (so long as the participant is not rehired) be paid at such time or times as provided below as if the participant had incurred a Termination of Employment on the day which each such account becomes fully vested.

	9.	*Vesting Provisions for B Accounts.*

Forfeiture for Early Termination of Employment. In the event of Termination of Employment of a participant, for reasons other than death or disability, before the participant attains fifty-five (55) years of age, and before the combination of full years of age plus full years of service of the participant exceeds 70, the unvested portion of the respective B Account balance of such a participant shall be forfeited at the time of such a Termination of Employment of the participant. In the event the participant is rehired by the Company on or before the first anniversary of such a Termination of Employment, no portion of the B Account balance shall be forfeited on account of such a Termination of Employment and the previously forfeited B Account balance of the participant shall be restored and paid to the participant as determined under the remaining provisions of this Plan.

Vesting after Retirement. Upon Termination of Employment of a participant after the participant attains age fifty-five (55); or after the combination of full years of age plus full years of service of the participant exceeds 70, the balance remaining in the B Account at the end of each anniversary of the participant's Termination of Employment shall vest over a six year period, as follows:

		1st anniversary - 17%	4th anniversary - 67%
		2nd anniversary -33%	5th anniversary - 83%
		3rd anniversary - 50%	6th anniversary - 100%

Vesting of the B Account shall be suspended in the event such a retired participant is rehired by the Company. All amounts allocated to the B Account of the participant shall vest as described above upon the subsequent Termination of Employment of the participant, as if the participant had retired for the first time.

In the event a participant who so retires subsequently engages in competition, as defined in Article X of the Profit Sharing Plan, the B Account balance of the participant that is not fully vested at the time the participant first so engages in competition shall be forfeited, unless the participant is rehired by the Company on or before the first anniversary of his or her early retirement date.

The following provision is effective December 26, 2001

Accelerated Vesting at Normal Retirement. Upon Termination of Employment of the participant on or after the participant attains sixty-five (65) years of age, the full amount credited to the B Account of the participant shall become fully vested upon the first anniversary of such Termination of Employment regardless of the number of years of service of the participant at such time. In the event a participant who so retires shall subsequently engage in competition, as defined in Article X of the Profit Sharing Plan, the B Account balance of the participant that is not fully vested at the time the participant first so engages in competition shall be forfeited, unless the participant is rehired by the Company on or before the first anniversary of his or her retirement date. The balance credited to the B Account of a participant that becomes fully vested after the participant so retires shall (so long as the participant is not rehired) be paid as such time or times provided below as if the participant had incurred a Termination of Employment on the day the B Account becomes fully vested.

	10.	*Vesting Provisions For All Plan Year Accounts.*

Forfeiture for Cause. Notwithstanding anything to the contrary in the Plan, the entire balance credited to all respective Plan Year Accounts of a participant that are not fully vested shall be forfeited at the time of Termination of Employment in the event the participant is Terminated for Aggravated Cause, as defined in Article III of the Profit Sharing Plan.

Full Vesting for Disability. Upon the Termination of Employment of a participant on account of Total Disability (as defined in Article III of the Profit Sharing Plan), the full amount credited to all of the Accounts of the participant as of the last day of the calendar year during which such a Termination of Employment occurred shall become fully vested regardless of the number of years of service of the participant at such time, and shall be paid at such time or times as provided below.

Full Vesting at Death. In the event of the death of a participant, the entire balance credited to all of the Accounts of the participant that are not forfeited on account of an event, such as Termination of Employment or engaging in competition, that occurred prior to death, whether or not vested in accordance with Paragraphs 8 and 9, shall be fully vested.

Full Vesting at Change in Control. Notwithstanding the provisions prescribed in the preceding Paragraphs governing the time of vesting, the balance credited to all Plan Year Accounts of each participant shall become fully vested and nonforfeitable immediately upon a Change in Control and shall be paid to the participant in a single lump sum as soon as administratively feasible after the Change in Control occurs.

For purposes of this Paragraph, "Change in Control" means the occurrence of any of the following events without the prior approval of the Board of Directors: (a) a merger, consolidation or reorganization of the Company in which the Company does not survive as an independent entity; (b) a sale of all or substantially all of the assets of the Company; (c) the first purchase of shares of Common Stock of the Company pursuant to a tender or exchange offer for more than 20% of the Company's outstanding shares of Common Stock; or (d) any change in control of a nature that, in the opinion of the Board of Directors, would be required to be reported under the federal securities laws; provided that such a change in control shall be deemed to have occurred if (i) any person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 40% or more of the comb ined voting power of the Company's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute a majority thereof unless the election of any director, who was not a director at the beginning of the period, was approved by a vote of at least 70% of the directors then still in office who were directors at the beginning of the period.

	11.	*Payment of A Accounts.*

Normal Time of Payment. Benefits payable under this Plan attributable to a Plan Year A Account that is vested at the time the participant incurs a Termination of Employment generally shall become payable after the end of the Plan Year in which the participant incurs a Termination of Employment; provided that benefits for a Plan Year after 1994 of a participant who incurs a Termination of Employment after attaining sixty-five (65) years of age shall become payable one (1) year after the Termination of Employment. Subject to the deferral election provisions below, such benefits shall be paid to the participant in one lump-sum payment as soon as practical after such time.

Effective on and after March 1, 2001, upon Termination of Employment of a participant after the participant attains age fifty-five (55); or after the combination of full years of age plus full years of service of the participant exceeds 70, but before the participant attains sixty-five (65) years of age ("early retirement"), the balance credited to a Plan Year A Account of the participant that becomes fully vested after the participant takes early retirement shall (so long as the participant is not rehired) be paid at such time or times as if the participant had incurred a Termination of Employment on the day on which each such account becomes fully vested.

Notwithstanding the above, benefits payable under this Plan attributable to a Plan Year A Account of a participant maintained for a Plan Year after 1986 that was fully vested on August 20, 1999, shall be payable at such time or times as determined in accordance with the terms of this Plan (including elective deferred payment date rules) as in effect before the adoption of the 1999 Restatement.

Accelerated Lump Sum Payment. A participant may elect to receive a lump sum distribution of the benefits payable under this Plan attributable to a Plan Year A Account that is vested. If such an election is made in the first six (6) months of the Plan Year, the Plan Year Account shall become payable after the end of the Plan Year in which the participant made the election. If such an election is made in the last six (6) months of the Plan Year, the Plan Year Account shall become payable after the end of the sixth full calendar month beginning after the participant made the election. An election to receive an accelerated lump sum payment of a Plan Year A Account balance shall be irrevocable.

Installment Payments. A participant may elect installment payments of the balances credited to his or her respective Plan Year A Accounts in lieu of a normal lump-sum distribution, subject to the following:

(A)	A participant may elect to receive five (5) annual installment payments of the balance of a Plan Year A Account, with the first payment payable at the time a normal lump-sum distribution of such balance would have been paid but for such election, and each of the next four (4) annual installment payments payable as of the next four (4) anniversaries of such date; except that in the case of a participant who has attained sixty-five (65) years of age whose benefit is payable one (1) year after Termination of Employment, the first payment shall be payable after the end of the second Plan Year after Termination of Employment, and each of the next four (4) annual installment payments payable after the end of the next four Plan Years; and

(B)	The first installment payment shall equal one-fifth (1/5) of the balance of such Plan Year A Account payable to the participant as of the normal payment date, the second installment payment shall equal one-fourth (1/4) of the remaining balance of such account as of the last day of the Plan Year immediately preceding the payment, the third installment payment shall equal one-third (1/3) of the remaining balance of such account as of the last day of the Plan Year immediately preceding the payment, the fourth installment payment shall equal one-half (1/2) of the remaining balance of such account as of the last day of the Plan Year immediately preceding the payment, and the fifth installment payment shall equal the entire remaining balance of such account as of the last day of the Plan Year immediately preceding the payment.

General Deferral Election. Effective March 1, 2001, a participant may elect to defer payment of a Plan Year A Account balance in a lump sum payment to the end of the first, second, third, fourth, or fifth year following the year in which the participant incurs a Termination of Employment. Such an election shall be made within (60) days after Termination of Employment but no later than December 31 of the year in which the participant incurs a Termination of Employment.

Age 65 Deferral Election. A participant who has attained sixty-five (65) years of age may elect to defer payment of a Plan Year A Account in one lump sum until after the end of the first, second, third, fourth or fifth year following the year in which the participant Retires, regardless of any previous election with respect to such Plan Year Account. Effective March 1, 2001, such an election shall be made no later than six (6) months before the day the Plan Year Account first becomes payable without regard to any election. For purposes of this Paragraph, "Retire" means the Termination of Employment of a participant after the participant attains sixty-five (65) years of age.

Election Procedures. Effective March 1, 2001, except as otherwise explicitly provided in this Paragraph, an election made pursuant to this Paragraph shall be made within sixty (60) days after termination or retirement but no later than December 31 in the year of termination or retirement; except that in the case of a participant who has attained age sixty-five (65) years of age electing installment payments, such an election shall be made no later than six (6) months before the day the Plan Year Account first becomes payable without regard to any election. An election to receive installment payments or to defer a benefit pursuant to this Paragraph must be delivered to the Plan Administrator at such time and in such form and manner as is acceptable to the Plan Administrator. An election shall be irrevocable after the deadline for making such election. A participant may elect a payment wit h respect to each Plan Year A Account independently of any other Plan Year A Account.

Payments scheduled to be made after the end of a Plan Year shall be made as soon as administratively practicable after the end of the year.

	12.	*Payment of B Accounts.*

Normal Time of Payment. The vested portion of the B Account shall become payable on the date such portion becomes vested in accordance with Paragraph 9 or 10, whichever is applicable, and shall be paid in a lump sum payment as soon as administratively feasible after such time.

Deferral Election. A participant may elect to defer payment of the vested amount, which otherwise would be paid each year at the time of vesting, to the following annual payment date. On the following annual payment date, the cumulative deferral (the current year vested portion and any previous year deferred payments) may be deferred to the following annual payment date. However, the Plan Year B Account will become payable when such account becomes fully vested, with no further elective deferrals after that time.

Except as otherwise explicitly provided in this Paragraph, an election made pursuant to this Paragraph shall be made no later than sixty (60) days before the amount would otherwise become payable; except in the case of a participant who has attained age sixty-five (65) years of age, such an election shall be made no later than six (6) months before the day the B Account first becomes payable (as explained below).

Effective December 26, 2001

Lump Sum Payment. A participant who has attained sixty-five (65) years of age may elect to defer payment of the B Account in one lump sum until after the end of the first, second, third, fourth or fifth year following the year in which the participant Retires. Such election shall be made no later than six (6) months before the day the B Account first becomes payable. For purposes of this Paragraph, "Retire" means the Termination of Employment of a participant after the participant attains sixty-five (65) years of age.

Installment Payments. A participant who has attained sixty-five (65) years of age may elect installment payments credited to his or her respective B Account in lieu of a normal lump-sum distribution, subject to the following:

(A)	The first payment shall be payable after the end of the second Plan Year after Termination of Employment, and each of the next four (4) annual installment payments payable after the end of the next four Plan Years.

(B)	The first installment payment shall equal one-fifth (1/5) of the balance of such B Account payable to the participant as of the normal payment date, the second installment shall equal one-fourth (1/4) of the remaining balance of such account as of the last day of the Plan Year immediately preceding the payment, the third installment payment shall equal one-third (1/3) of the remaining balance of such account as of the last day of the Plan Year immediately preceding the payment, the fourth installment payment shall equal one-half (1/2) of the remaining balance of such account as of the last day of the Plan Year immediately preceding the payment, and the fifth installment payment shall equal the entire remaining balance of such account as of the last day of the Plan Year immediately preceding the payment.

	Such election shall be made no later than six (6) months before the day the B Account first becomes payable.

An election to receive installment payments or to defer a payment pursuant to this Paragraph must be delivered to the Plan Administrator at such time and in such form and manner as is acceptable to the Plan Administrator. An election shall be irrevocable after the deadline for making such election.

	13.	Payment Upon Change in Control. Notwithstanding the provisions prescribed in the preceding Paragraphs governing the time of payment, the balance credited to all Plan Year Accounts of each participant be paid to the participant in a single lump sum as soon as administratively feasible after the Change in Control, as defined in Paragraph 10, occurs.

	14.	Payment Upon Death. In the event of the death of a participant, the entire balance credited to all Accounts of the participant at the time of the death of the participant shall be paid to the beneficiary in a single lump sum as soon as administratively practical after the death of the participant, or in five (5) annual installment payments (each in the amount described in subparagraph (B) of Paragraph 11), as determined by the Plan Administrator in its sole discretion.

Each participant may designate any person or persons, including a trust (concurrently, contingently, or successively) to whom his benefits under this Plan are to be paid if the participant dies before receipt of all such benefits. A beneficiary designation shall be effective only if made in writing in a form suitable to the Plan Administrator and filed with the Plan Administrator by the participant. Each participant may change a beneficiary designation from time to time. If a participant shall fail to designate a beneficiary pursuant to this Plan, the beneficiary under this Plan shall be the beneficiary of such participant determined pursuant to the Profit Sharing Plan.

	15.	Severance Plan Override. Notwithstanding the provisions prescribed in the preceding Paragraphs, the provisions governing amounts credited to Accounts of Participants may be modified, as determined by the Plan Administrator, to conform to the terms, conditions and provisions of the A.G. Edwards, Inc. Severance Benefit Plan, including any Appendix thereto.

	16.	Amendment or Discontinuance. A.G. Edwards, Inc. reserves the right to amend, alter or discontinue this Plan at any time, provided that no such amendment, alteration or discontinuance may cause any forfeiture or diminution of the rights and benefits under this Plan in which a participant shall have become vested on or before the date of such amendment, alteration or discontinuance. Such action may be taken by an instrument in writing signed by the President of A.G. Edwards, Inc. or by any other officer or committee who has been duly authorized by the Board of Directors of A.G. Edwards, Inc.

	17.	Plan Administrator. The Plan Administrator of this Plan shall be the Plan Administrator appointed under the Profit Sharing Plan, and shall have all of the authority, rights and duties to administer this Plan as is assigned to the Plan Administrator to administer the Profit Sharing Plan.

	18.	Unfunded. Benefits payable under this Plan shall be paid by the respective employer of each participant out of its general assets. A participant shall have no rights with respect to benefits under this Plan other than the unsecured right to receive payments from the Company as provided herein. The Company shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligations hereunder. Any benefit payable hereunder shall not be represented by a note or any evidence of indebtedness other than the promises contained in this Plan. No benefit or any part thereof which shall be payable hereunder shall be subject in any manner to anticipation, alienation, transfer, sale, assignment, pledge, encumbrance, garnishment, attachment, execution, or the claims of creditors of any person having an interest hereunder, nor be in any manner liable for or subject to th e debts, contracts, liabilities, engagements or torts of such person.

	19.	Definitions and Rules of Construction. The terms and provisions of this Plan shall be construed as defined in, and in accordance with the meaning under, the Profit Sharing Plan. Reference to a particular section or article of the Profit Sharing Plan shall refer to the section or article of such Plan as in effect on the date of adoption of this Plan or any comparable section or sections, or article or articles of any future plan document that amends, supplements or supersedes said section.

	20.	Official Actions. Any action required to be taken by the Board of Directors of A.G. Edwards, Inc. pursuant to this Plan may be performed by any person or persons, including a committee, to which the Board of Directors of A.G. Edwards, Inc. delegates the authority to take actions of that kind. Whenever under the terms of this Plan a corporation is permitted or required to take some action, such action may be taken by an officer of the corporation who has been duly authorized by the Board of Directors of such corporation to take actions of that kind, and if no such authorization is given by the Board, by the President of such corporation.

	21.	Tax Withholding. The Company will withhold any amount otherwise payable under this Plan as necessary to enable it to remit to the appropriate government entity or entities on behalf of the Employee the amount required to be withheld from wages with respect to benefits under this Plan.

IN WITNESS WHEREOF, A.G. Edwards, Inc. has adopted the foregoing amendment this _________ day of ______________________________, 2002.

			A.G. EDWARDS, INC.

			By: ____________________________________

			Title: ____________________________________

ATTEST:

_________________________________

FIRST AMENDMENT
A.G. EDWARDS, INC.
EXCESS PROFIT SHARING
DEFERRED COMPENSATION PLAN
2002 RESTATEMENT

The A.G. Edwards, Inc. Excess Profit Sharing Deferred Compensation Plan (the "Plan") originally effective beginning with the 1983 calendar year. The Plan was amended and restated as of January 1, 1987, January 1, 1994, January 1, 1995, August 20, 1999, and February 22, 2001. As of February 28, 2001, all existing post 1986 Plan Year Accounts were designated Plan Year A Accounts. Beginning with the 2001 Plan Year, awards are allocated evenly between an A Account and a B Account. Amounts allocated to B Accounts are subject to different vesting and payment provisions, as set forth in this restated instrument.

A.G. Edwards, Inc., now wishes to amend the Plan, allow the Plan Administrator to impose transfer restrictions on return options and to provide accelerate vesting and of benefits for certain Participants in conjunction with the sale of CPI Qualified Plan Consultants, Inc. by A.G. Edwards, Inc.

	NOW THEREFORE, the Plan is hereby amended as follows:

1.	Effective February 20, 2004, the following paragraph is added as the last paragraph of existing paragraph 7:

	The Plan Administrator may from time to time impose transfer restrictions as to how often a participant may change his or her designation of a return option. The Plan Administrator may from time to time impose a redemption fee to be charged to a participant's Account or Accounts for violation of such transfer restrictions or may take other actions including blocking or reversing transactions to enforce such restrictions.

2.	Effective March 15, 2004, an additional paragraph is added to paragraph 10 as follows:

	Accelerated Vesting Upon Sale of CPI. Upon the Termination of Employment of a Participant on the account of the sale of CPI Qualified Plan Consultants, Inc. by A.G. Edwards, Inc., the full amount credited to all the Accounts of the participant at the time of Termination of Employment shall become fully vested regardless of the number of years of service of the participant at such time, and shall be paid at such time or times as provided below.

IN WITNESS WHEREOF, the undersigned as Secretary of A.G. Edwards, Inc. hereby certifies that this First Amendment was duly adopted by A.G. Edwards, Inc.

		By: ____________________________________

		Title: ___________________________________

EX-10.5 6 performance04.htm A.G. Edwards, Inc. Form 10-Q

A.G. Edwards, Inc.
2004 Performance Plan for Executives

ARTICLE I. ESTABLISHMENT AND PURPOSE

1.1 *Establishment of the Plan.* A.G. Edwards, Inc. (the "Company") hereby establishes the A.G. Edwards, Inc. 2004 Performance Plan for Executives (the "Plan") as set forth in the Agreement.

1.2 *Purpose.* Section 162(m) of the Internal Revenue Code of 1986 limits to $1,000,000 the amount of an employer's deduction for a fiscal year relating to compensation for certain executive officers, with exceptions for specific types of compensation such as performance-based compensation.

This Plan is intended to provide for the payment of qualified performance-based compensation in the form of incentive compensation that is not subject to the Section 162(m) deduction limitation.

1.3 *Effective Date.* The effective date of the Plan is March 1, 2005, subject to approval of the material terms of the Plan by the Company's shareholders.

ARTICLE II. DEFINITIONS

2.1 *Definitions.* Whenever used herein, the following terms will have the meanings set forth below, unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized.

(a) "Board" means the Board of Directors of the Company.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(c) "Committee" means the Compensation Committee of the Board, or another committee appointed by the Board to serve as the administrator for the Plan, which committee at all times consists of persons who are "outside directors" as that term is defined in the regulations promulgated under Section 162(m) of the Code.

(d) "Company" means A.G. Edwards, Inc.

(e) "Employer" means the Company and any entity that is a subsidiary or affiliate of the Company.

(f) "Participant" for a Performance Period means an officer or other key employee of an Employer who is designated by the Committee as a participant in the Plan for that Performance Period in accordance with Article III.

(g) "Target Award" shall mean the maximum amount that may be paid to a Participant as incentive compensation for a Performance Period if certain performance criteria are achieved in the Performance Period.

(h) "Performance Period" shall mean the fiscal year of the Company.

2.2. *Severability.* In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.

ARTICLE III. ELIGIBILITY AND PARTICIPATION

3.1 Eligibility. The Participants in this Plan for any Performance Period shall be comprised of each employee of the Employer who is a "covered employee" for purposes of Section 162(m) of the Code, or who may be such a covered employee as of the end of a tax year for which the Employer would claim a tax deduction in connection payment of compensation to such employee, during such Performance Period and who is designated individually or by class to be a Participant for such Performance Period by the Committee not later than ninety days after the beginning of the Performance Period.

3.2 *Participation.* Participation in the Plan will be determined annually by the Committee. Employees approved for participation will be notified of their selection as soon after approval as practicable.

3.3 *Termination of Approval.* The Committee may withdraw approval for a Participant's participation at any time. In the event of such withdrawal, the Employee concerned will cease to be a Participant as of the date of such withdrawal. The Employee will be notified of such withdrawal as soon as practicable following the Committee's action. A Participant who is withdrawn from participation under this Section will not receive any award for the Performance Period under this Plan.

ARTICLE IV. PERFORMANCE CRITERIA

4.1 *Target Awards.* The performance criteria that determines the amount of incentive compensation payable pursuant to this Plan shall be consolidated Earnings Before Income Taxes, as reported to shareholders a fiscal year, plus the expense accrued for bonuses payable for such fiscal year and the expense accrued for discretionary contributions to the A.G. Edwards, Inc. Retirement and Profit Sharing Plan for such fiscal year ("Adjusted Earnings"). The Target Award of each Participant for a Performance Period shall be 2 1% of Adjusted Earnings for the fiscal year coinciding with the Performance Period.

4.2 *Payment of Incentive Compensation.* As a condition to the right of a Participant to receive any incentive compensation under this Plan, the Committee shall first be required to certify in writing, by resolution of the Committee or other appropriate action, the level of Adjusted Earnings on which the Target Award is based that were achieved for the applicable fiscal year, and that the incentive compensation amount of such Target Award has been accurately determined in accordance with the provisions of this Plan. For this purpose, approved minutes of a meeting of the Committee in which the certification is made shall be treated as written certification. Base salary is not subject to this Plan.

A Target Award may be paid in the form of cash, a credit to the account under the A.G. Edwards, Inc. Excess Profit Sharing Deferred Compensation Plan, an award of Restricted Stock or other benefit under the A.G. Edwards, Inc. 1988 Incentive Stock Plan, or any other form of payment approved by the Committee; provided that the value of such payments at the time the payment, credit or award is made, does not exceed the dollar amount of the Target Award.

The Committee shall have the right to reduce the amount payable pursuant to a Target Award of a Participant in its sole discretion at any time and for any reason before the incentive compensation is payable to the Participant, based on such criteria as it shall determine. Notwithstanding any contrary provision of this Plan, the Committee may not adjust upwards the amount payable pursuant to a Target Award subject to this Plan, nor may it waive the achievement of the performance criteria established pursuant to this Plan for the applicable Performance Period.

The incentive compensation amount so determined by the Committee shall be paid to the Participant as soon as administratively practical after the amount of the incentive compensation had been determined and documented as provided above. The incentive compensation may be paid in cash or in kind, including in the form of incentive equity awards under the A.G. Edwards, Inc. 1998 Incentive Stock Plan or any other plan maintained by an Employer.

4.3 *Maximum Compensation.* The maximum incentive compensation amount payable under this Plan to a Participant for the 2006 fiscal year Performance Period shall be $5,706,233. Thereafter, the maximum incentive compensation amount for each subsequent Performance Period shall be increased by 10% over the maximum incentive compensation amount for the immediately preceding Performance Period.

ARTICLE V. RIGHTS OF PARTICIPATION

5.1. *Employment.* Nothing in this Plan will interfere with or limit in any way the right of the Employer to terminate a Participant's employment at any time, nor confer upon any Participant any right to continue in the employ of an Employer.

5.2 *Nontransferability.* No right or interest of any Participant in this Plan will be assignable or transferable or subject to any lien or encumbrance, whether directly or indirectly, by operation of law or otherwise, including without limitation execution, levy, garnishment, attachment, pledge, and bankruptcy.

5.3 *No Funding.* Nothing contained in this Plan and no action taken hereunder will create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant or beneficiary or any other person. Amounts due under this Plan at any time and from time to time will be paid from the general funds of the Company. To the extent that any person acquires a right to receive payments hereunder, such right shall be that of an unsecured general creditor of the Company.

5.4 No Rights Prior to Award Approval. No Participant will have any right to payment of incentive compensation pursuant to this Plan unless and until it has been determined and approved under Section 4.2.

ARTICLE VI. ADMINISTRATION

6.1 Administration. This Plan will be administered by the Committee according to any rules that it may establish from time to time that are not inconsistent with the provisions of the Plan.

6.2 Expenses of the Plan. The expenses of administering the Plan will be borne by the Company.

ARTICLE VII. REQUIREMENTS OF LAW

7.1 Governing Law. The Plan will be construed in accordance with and governed by the laws of the State of Missouri.

7.2 *Withholding Taxes.* The Company has the right to deduct from all payments under this Plan any Federal, State, or local taxes required by law to be withheld with respect to such payments.

ARTICLE VIII. SHAREHOLDER APPROVAL

8.1 *Shareholder Approval.* This Plan shall be subject to approval by the affirmative vote of a majority of the shares cast in a separate vote of the shareholders of the Company at the June 2004 Annual Meeting of Shareholders, and such shareholder approval shall be a condition to the right of a Participant to receive any incentive compensation hereunder.

The undersigned hereby certifies that this Plan was duly adopted by the Board at its meeting on __________________________.

				By: ____________________________________

				Title: ____________________________________

				Date: ____________________________________

-----END PRIVACY-ENHANCED MESSAGE-----

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
March 1, 2005


A.G. EDWARDS, INC.
(Exact Name of Registrant as Specified in Charter)



Delaware	001-08527		43-1288229
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification Number)




One North Jefferson Avenue,
St. Louis Missouri		63103
(Address of Principal Executive Offices)		(Zip Code)



Registrant's telephone number, including area code: (314) 955-3000

Item 1.01 Entry into a Material Definitive Agreement

The Compensation Committee of A.G. Edwards, Inc. (the "Company") is charged with determining the compensation of the chief executive officer and recommending to the Board of Directors for approval the discretionary merit bonuses for fiscal year 2005 and the compensation for fiscal year 2006 for officers other than the chief executive officer designated as "Senior Executives." The Compensation Committee members are all directors that the Board of Directors has determined are independent of management.

On February 23, 2005, the Board of Directors designated certain officers as "Senior Executives." The officers and their positions as of March 1, 2005 are:

	Robert L Bagby: Chairman of the Board and Chief Executive Officer of the Company; Chairman of the Board and Chief Executive Officer of A.G. Edwards & Sons, Inc. (the "Brokerage Company").

	Mary V. Atkin: Executive Vice President and Director of Staff of the Brokerage Company.

	Gene M. Diederich: Executive Vice President and Director of the Branch Division of the Brokerage Company.

	Douglas L. Kelly: Vice President, Treasurer, Chief Financial Officer and Secretary of the Company; Executive Vice President, Treasurer, Chief Financial Officer, Director of Law and Compliance and Director of Administration of the Brokerage Company.

	Ronald J. Kessler: Vice Chairman of the Board of the Company; Vice Chairman of the Board, Executive Vice President and Director of Operations of the Brokerage Company

	Peter M. Miller: Executive Vice President and Director of Sales and Marketing of the Brokerage Company.

	John C. Parker: Executive Vice President of the Brokerage Company; President of A.G. Edwards Technology Group, Inc.

	Paul F. Pautler: Executive Vice President and Director of Capital Markets of the Brokerage Company.

Fiscal Year 2005 Compensation

For fiscal year 2005, compensation for the Named Executive Officers (the chief executive officer and the next four highest compensated officers) and the Senior Executives had seven elements as described below.

Base Salary. The Compensation Committee established a base salary prior to the beginning of fiscal year 2005 for Mr. Bagby and the Brokerage Company Compensation Committee ("Brokerage Committee") established base salaries for the other Named Executive Officers and Senior Executives. Base salaries are intended to be relatively moderate, but competitive, for the Company's industry. The base salaries for fiscal year 2005 for the Named Executive Officers are in the table under "Fiscal Year 2006 Compensation 1 Salaries and Shares for Named Executive Officers" below.

Corporate Executive Bonus Plan. The Corporate Executive Bonus Plan is designed to provide certain officers and key employees of the Company and its subsidiaries with direct participation in the profitability of the Company. Unless the Company has a specified minimum of pre-tax earnings ($2,500,000 in the 2005 and 2006 fiscal years), no payment is made under the plan. Awards under the plan are based on a prescribed formula. The formula for bonus accrual (the "Officer Pool") is determined prior to the beginning of each fiscal year by the Board of Directors of the Company and is based on (i) the Company's consolidated earnings before provision for income taxes, certain employee bonuses and discretionary Profit Sharing Plan contributions, (ii) certain branch office profits, and (iii) the net revenues of certain departments. The Board of Directors of the Company has discretion to increase or decre ase the amount subject to the plan.

Eligible officers are assigned "shares" in the Officer Pool prior to the beginning of the fiscal year. Such shares are assigned based on the officer's position and responsibilities with the Company and individual performance. Prior to fiscal year 2006, no officer had been assigned more than 300 shares. The Brokerage Committee assigned the Named Executive Officers and the Senior Executives, other than Mr. Bagby, shares for the 2005 fiscal year. The Compensation Committee assigned shares to Mr. Bagby. The shares assigned for fiscal year 2005 to the Named Executive Officers are in the table under "Fiscal Year 2006 Compensation - Salaries and Shares for Named Executive Officers" below.

Under the Corporate Executive Bonus Plan, after the end of the fiscal year, the accrued Officer Pool is mathematically divided into two separate portions, consisting of two-thirds and one-third, respectively. The two-thirds portion is distributed in accordance with the number of shares previously assigned to each participant. The one-third portion is distributed based on a formula which weights each participant's shares by the participant's base salary. The sum of the two portions is each participant's total Corporate Executive Bonus for the fiscal year and is paid after the end of the fiscal year.

The Corporate Executive Bonus Plan limits the amount that can be paid to individual participants so that all compensation paid under the Corporate Executive Bonus Plan is tax deductible by the Company. To the extent amounts may not be paid under the Corporate Executive Bonus Plan to individual participants because of the tax limitation, the amounts may be paid under the Performance Plan for Executives (the "Performance Plan") if the conditions of the Performance Plan are met.

The Corporate Executive Bonus Plan is filed as exhibit 10.1 to this Form 8-K

Performance Plan for Executives. The Performance Plan was adopted solely in response to the enactment of Section 162(m) of the Internal Revenue Code ("Section 162(m)") in 1993. The Performance Plan applies to fiscal year 2005 but has been replaced by the 2004 Performance Plan for Executives for fiscal year 2006 as described below.

Section 162(m) requires conditions to be met for certain compensation of specified executive officers to be deductible. In order to meet the conditions of Section 162(m) with no significant change in the compensation structure of the Company, the Corporate Executive Bonus Plan was amended in 1993 to limit compensation which would otherwise be payable under the Corporate Executive Bonus Plan. The Performance Plan was adopted in order to pay the compensation which, but for the limitation, would have been payable under the Corporate Executive Bonus Plan. The Company's intent for these two plans was, and the provisions of such plans were drafted, to provide that the combined plans would operate in the same manner as the Corporate Executive Bonus Plan operated prior to the enactment of Section 162(m), subject only to certain limitations on payments.

Section 162(m) limits "covered employees" to only the chief executive officer of the Company and the four other highest compensated officers of the Company. Accordingly, in any fiscal year, there can be no more than five Plan Participants under the Performance Plan. A Plan Participant's initial bonus amount each fiscal year is equal to the amount that the Plan Participant would be prohibited from receiving under the Corporate Executive Bonus Plan as a result of Section 162(m) as determined solely from fixed assumptions contained in the Performance Plan and information known as of the beginning of the fiscal year. The maximum bonus amount for each Participant was $5,187,485 for fiscal year 2005. Before any amount can be paid under the Performance Plan, the Compensation Committee must certify in writing that the performance goals and the material terms of the Performance Plan were satisfied.

The Performance Plan for Executives is filed as exhibit 10.2 to this Form 8-K.

Discretionary Merit Bonus. Any officer who is a associate vice president or above of the Company or its subsidiaries may be awarded a discretionary merit bonus. A discretionary merit bonus is intended to reward efforts or results by an officer that are not recognized or compensated by other compensation. Merit bonuses may be awarded in cash, stock or both.

On February 23, 2005, the Compensation Committee determined that a discretionary merit bonus of $150,000 should be paid to Chief Executive Officer Robert L. Bagby for fiscal year 2005. The Compensation Committee recommended and the Board of Directors subsequently approved discretionary merit bonuses to three other Named Executive Officers who are Senior Executives. Douglas L. Kelly was awarded $120,000, Ronald J. Kessler was awarded $120,000, and Peter M. Miller was awarded $90,000. In addition, the Brokerage Committee determined that a discretionary merit bonus of $20,000 should be paid to Alfred E. Goldman, the fifth Named Executive Officer. The discretionary merit bonuses are to be paid half in cash and half in restricted stock of A.G. Edwards, Inc. awarded under the 1988 Incentive Stock Plan and subject to three-year vesting among other terms.

1988 Incentive Stock Plan. The 1988 Plan is designed to motivate employees, including executive officers, of the Company and its subsidiaries through the incentives inherent in stock ownership by providing the opportunity to obtain or increase a proprietary interest in the Company on a favorable basis. The 1988 Plan provides for the granting of options or restricted stock, or both. For fiscal year 2005, if options are granted, the participant will receive an option to purchase 2.5 times the number of shares that would have been granted as restricted stock. The Named Executive Officers will be awarded, for fiscal year 2005, an amount equal to 20% of each such officer's Corporate Executive Bonus and Performance Plan Bonus (as described above); provided, in no event may the award amount exceed $300,000. Accordingly, the awards of options and restricted stock will be related to the profitability of the Company in substantially the same manner as the awards under the Corporate Executive Bonus Plan and the Performance Plan.

The options will provide for the purchase of shares of common stock at market value on the determination date and will not become exercisable until three years after the date of award. Because the value of the options is dependent on the increase of the market value of the common stock over at least a three-year period, the options provide a long-term incentive for participants to stay with the Company and to increase the market value of the common stock.

Restricted stock also is awarded based on the market value of the common stock on the determination date (participants 60 years of age and over on the date restricted stock are awarded receive phantom stock credits, in lieu of restricted stock, which serve as the basis for an award of restricted stock two years after the award date). The restricted stock is subject to restrictions for three years after the award except those shares converted from phantom stock credits that are subject to a nine month restricted period after conversion. Again, by an award of restricted stock, participants are encouraged to remain with the Company and to increase the market value of the common stock.

The 1988 Incentive Stock Plan is filed as exhibit 10.3 to this Form 8-K.

Retirement and Profit Sharing Plan. The Company maintains a Retirement and Profit Sharing Plan (the "Profit Sharing Plan"), which is qualified under Section 401 of the Internal Revenue Code. In addition to certain non-matching contributions, the Company may make a discretionary contribution as determined each year by the Board of Directors of the Company. The maximum total Company and employee contribution allowable with respect to any employee under the Profit Sharing Plan in the last fiscal year was $41,000 ; however, because of the contribution rate and other limitations on recognized compensation in the Profit Sharing Plan, the actual maximum Company contribution with respect to any employee was less than that amount. The aggregate contribution (for both the Profit Sharing Plan and the Excess Plans) for all employees for fiscal year 2005 is currently estimated to be approximately $108 mill ion.

The Retirement and Profit Sharing Plan is filed as exhibit 10.4 to this Form 8-K.

Excess Profit Sharing Deferred Compensation Plan. The Company has established the Excess Profit Sharing Deferred Compensation Plan (the "Excess Plan") to provide deferred compensation to certain participants in the Profit Sharing Plan whose benefit in the Profit Sharing Plan is subject to limitations imposed by the Profit Sharing Plan. Contributions to the Excess Plan are based on the same basic formula as the Profit Sharing Plan, but without regard to certain limitations imposed by the Internal Revenue Code on the benefits of highly-compensated employees. The maximum aggregate contribution by the Company for any employee under both the Profit Sharing Plan and the Excess Plan is $300,000; accordingly, the maximum benefit with respect to any employee under the Excess Plan is the difference between $300,000 and the Profit Sharing Plan Company contribution with respect to such employee.

The Excess Profit Sharing Deferred Compensation Plan is filed as exhibit 10.5 to this Form 8-K.

Further Information.

The amounts the Named Executive Officers and the Senior Executives may receive under the Corporate Executive Bonus Plan, the Performance Plan for Executives, the 1988 Incentive Stock Plan, the Profit Sharing Plan and the Excess Plan for fiscal year 2005 are not yet known because, among other things, all are dependent on the earnings of the Company for the fiscal year which have not yet been determined.

The Company intends to provide additional information regarding the compensation awarded to the Named Executive Officers for fiscal year 2005 ended February 28, 2005, in the proxy statement for the Company's 2005 annual meeting of stockholders that is expected to be filed with the Securities and Exchange Commission in May 2005.

Fiscal Year 2006 Compensation

As discussed above, the Compensation Committee is charged with determining the compensation of the chief executive officer and reviewing and recommending to the Board of Directors the compensation for fiscal year 2006 and subsequent fiscal years for other officers who may be designated "Senior Executives" from time to time.

On February 23, 2005, the Compensation Committee recommended and the Board of Directors determined to make changes for fiscal year 2006 to certain elements of compensation for Senior Executives. The base salary, discretionary merit bonus, 1988 Incentive Stock Plan, Retirement and Profit Sharing Plan, and Excess Plan remain as discussed above although changes were made in base salaries for the Named Executive Officers and Senior Executives for fiscal year 2006 (see "Salaries and Shares for Named Executive Officers" below). The Board of Directors, however, amended the Corporate Executive Bonus Plan, made grants of additional restricted stock awards to Senior Executives and on a discretionary basis to other officers, and required certain officers, including the Senior Executives, to own amounts of A.G. Edwards, Inc. common stock tied to their compensation levels. In addition, in fiscal y ear 2006, the 2004 Performance Plan for Executives, as approved by the stockholders in June 2004, replaces the previous Performance Plan for Executives. The changes are described in more detail below.

Corporate Executive Bonus Plan.

On February 23, 2005, the Board of Directors approved amendments effective March 1, 2005, to the Corporate Executive Bonus Plan to provide for a Senior Executive Pool. As amended, Senior Executives, as designated each year by the Board of Directors, are removed from the current Officer Pool and are awarded shares in the new Senior Executive Pool. Shares in the Senior Executive Pool will have the same values as would shares awarded to officers in the Officer Pool if such officers had the same salaries and the same number of shares as the Senior Executives. After amending the Corporate Executive Bonus Plan, shares in the Senior Executive Pool were awarded to Senior Executives. (See "Salaries and Shares for Named Executive Officers" below for the shares awarded to Named Executive Officers).

Additional Restricted Stock for Senior Executives.

On February 23, 2005, the Board of Directors approved the grant of additional restricted stock under the 1988 Incentive Stock Plan to Senior Executives based on the consolidated pre-tax earnings of A.G. Edwards, Inc. The awards will be a multiple of the value of the formulaic awards of restricted stock for fiscal year 2006 to the Senior Executives under the 1988 Incentive Stock Plan, which will be 20% of the bonuses of the Senior Executives under the Corporate Executive Bonus Plan. The additional grant is subject to all the restrictions and terms of restricted stock under the 1988 Incentive Stock Plan including forfeiture for engaging in competition except the restricted period is four years rather than the three years applicable to other restricted stock. The pre-tax earnings and the multiple for the additional grant are:


	Pre-tax Earnings				Award as Multiple of Restricted Stock Plan Award Value


	over $100 million					1x
	$200 million					1.5x
	$300 million					2.5x
	$400 million					3.5x
	$500 million					4x

The awards will be prorated for pre-tax earnings above $100 million and any of the stated points. The awards will not be subject to the $300,000 limit previously established for certain other restricted stock awards.

2004 Performance Plan for Executives. At the 2004 Annual Meeting of Stockholders, the stockholders approved the 2004 Performance Plan for Executives (the "2004 Plan") to replace the previous Performance Plan for Executives. The 2004 Plan will first be effective for fiscal year 2006.

Under the 2004 Plan, eligible participants may receive performance-based compensation ("Incentive Compensation"), as defined under Section 162(m) that includes, but is not limited to, cash bonuses, a credit to the account under the A.G. Edwards Excess Profit Sharing Deferred Compensation Plan, an award of restricted stock or other benefit under the 1988 Incentive Stock Plan, or any other form of compensation approved by the Compensation Committee. The maximum Incentive Compensation payable is a continuation of the maximum incentive compensation provisions contained in the prior Performance Plan for Executives and is $5,706,234 for fiscal year 2006.

Section 162(m) limits "covered employees" to only the chief executive officer of the Company and the four other highest compensated officers of the Company. Accordingly, in any fiscal year, there can be no more than five Plan Participants under the Performance Plan.

The 2004 Plan is filed as exhibit 10.6 to this Form 8-K.

Salaries and Shares for Named Executive Officers.

The salaries and the shares under the Corporate Executive Bonus Plan for fiscal years 2005 and 2006 for the Named Executive Officers are stated in the table below. Shares for fiscal year 2006 in the Corporate Executive Bonus Plan are in the Senior Executive Pool except for the shares of Mr. Goldman which are in the Officer Pool. Shares for fiscal year 2005 for all Named Executive Officers are in the Officer Pool. As noted above, the Company intends to provide additional information regarding the compensation awarded to the Named Executive Officers for fiscal year 2005 in the proxy statement for the Company's 2005 annual meeting of stockholders that is expected to be filed with the Securities and Exchange Commission in May 2005.

The value of shares in the Corporate Executive Bonus Plan both in the Officer Pool and the Senior Executive Pool is dependent, among other factors, upon the pretax earnings of the firm and the number or shares and salaries awarded other participants in the Officer Pool. In addition, the value of shares in the Senior Executive Pool, in part, is dependent on the number of shares and salaries of other Senior Executives. Accordingly, the bonuses under the Corporate Executive Bonus Plan in fiscal year 2006 may vary by a greater or lesser percentage from bonuses for fiscal year 2005 than the percentage differences between the shares listed in the table below.

				Salary		Shares Under Corporate Executive
				for		Bonus Plan
Named Executive Officers				Fiscal Year		for Fiscal Year
				2005	2006	2005		2006

Robert L. Bagby				$485,000	$500,000	300		450
Douglas L. Kelly				$213,500	$220,000	300		350
Ronald J. Kessler				$192,000	$198,000	300		320
Peter M. Miller				$192,000	$198,000	300		320
Alfred M. Goldman				$209,000	$212,000	285		285

Restricted Stock Awards for Officers Other Than Senior Executives.

The Board of Directors on February 23, 2005 granted to officers, other than Senior Executives, to be designated on a discretionary basis by the Brokerage Committee (or the Research Compensation Committee for members of the Securities Research Department) for fiscal year 2006, an award of restricted stock based on the consolidated pre-tax earnings of A.G. Edwards, Inc., prior to the inclusion of the award or the restricted stock award to Senior Executives discussed above. Any award to a reporting person, as defined in the 1988 Incentive Stock Plan, may be recommended by the Brokerage Committee but shall only be granted by the Board of Directors. The awards will be a multiple of the value of the formulaic awards of restricted stock for fiscal year 2006 under the 1988 Incentive Stock Plan for those officers eligible under the plan. The additional grant will be subject to all the restrictions and t erms of restricted stock under the 1988 Incentive Stock Plan including forfeiture for engaging in competition except the restricted period will be four years rather than the three years applicable to restricted stock.
The pre-tax earnings, the aggregate number of shares of stock of A.G. Edwards, Inc. that may be maximum individual award as a multiple of the award of restricted stock for fiscal year 2006 to any officer receiving a restricted stock award under the Plan is:

	Pre-tax Earnings			Aggregate Number of Shares of Stock		Maximum Individual Award as Multiple of Restricted Stock Award
	$100 million			75,000		1x
	$200 million			150,000		1.5x
	$300 million			300,000		2.5x
	$400 million			400,000		3.5x
	$500 million			500,000		4x

The aggregate number of shares of stock that may be awarded will be prorated for pre-tax earnings above $100 million and any of the stated points. The awards will not be subject to the $300,000 and $100,000 limits previously established for certain restricted stock awards.

Stock Ownership Requirements.

The Board of Directors on February 23, 2005 established requirements for ownership of stock of A.G. Edwards, Inc. for the chief executive officer, for other Senior Executives and for members of the Board of Directors of the Brokerage Company. Each such officer and director is required within five years of the later of February 23, 2005 or the date of first assuming any such position to own common stock in A.G. Edwards, Inc., including restricted stock or options to acquire restricted stock granted under the 1988 Incentive Stock Plan, equal to a multiple of cash compensation (base salary and bonus payment under the Corporate Executive Bonus Plan) based on the average of the officer's trailing five year's cash compensation as follows:

	Officer					Multiple of Average Cash Compensation

	Chief Executive Officer						3x
	Other Senior Executives						2x
	Directors of the Brokerage Company other than Senior Executives.						1x

Director Compensation

On February 23, 2005, the Board of Directors on the recommendation of the Compensation Committee determined that effective March 1, 2005, the compensation for non-management directors of A.G. Edwards, Inc. shall be:

	COMPENSATION ITEM						COMPENSATION

	Each A.G. Edwards, Inc. Board meeting attended						$1,000

	Each meeting of the independent Board members						$1,000

	Each meeting of the independent Board members with the Chief Executive Officer						$1,000

	Each meeting attended of a Committee of the Board						$1,000

	Annually for serving as Chair of the Audit Committee						$15,500

	Annually for serving as Chair of the Compensation Committee or Chair of the Nominating and Corporate Governance Committee						$10,000

	Each meeting attended of the four "quarterly" Brokerage Firm Board Meetings (February, May, August and November)						$1,000

	Quarterly Retainer						$15,000

A portion of the compensation paid each fiscal year to a director shall be paid in shares of the common stock of the Company as provided and with the exception stated in the Non-Employee Director Stock Compensation Plan.

The A.G. Edwards, Inc. Non-Employee Director Stock Compensation Plan (the "Director Plan"), as amended February 23, 2005, provides that one-half the annual compensation of directors would be paid in common stock of the Company except that any director who owns shares of common stock of the Company at least equal in value to 300% of the expected annual director compensation may receive his or her entire annual compensation in cash.

The amended Non-Employee Director Stock Plan will be submitted for approval at the 2005 Annual Meeting of Stockholders.

Item 9.01		Financial Statements and Exhibits

	(c)	Exhibits

		10.1	The Corporate Executive Bonus Plan
		10.2	The Performance Plan for Executives
		10.3	The 1988 Incentive Stock Plan
		10.4	The Retirement and Profit Sharing Plan
		10.5	The Excess Profit Sharing Deferred Compensation Plan
		10.6	The 2004 Performance Plan for Executives

Exhibit Index

Exhibit No.			Description

10.1			The Corporate Executive Bonus Plan
10.2			The Performance Plan for Executives
10.3			The 1988 Incentive Stock Plan
10.4			The Retirement and Profit Sharing Plan
10.5			The Excess Profit Sharing Deferred Compensation Plan
10.6			The 2004 Performance Plan for Executives

A.G. EDWARDS, INC.
CORPORATE EXECUTIVE BONUS PLAN

I.		*Description of the Plan.*

	The Corporate Executive Bonus Plan is designed to provide certain officers of A.G. Edwards, Inc. and its subsidiaries with a direct participation in the profitability of the Company. A bonus pool is accrued for each fiscal year based on formulas relating to the Company's Pre-tax Earnings and the net revenues of certain departments. The formulas are determined by the Board of Directors of the Holding Company. The bonus pool is distributed among the participants in the Plan based on their Shares and salary.

2.		*Definitions.*

"Branch Manager's Share of Branch Office Profits" means the amount of bonus to which a
		branch office manager is entitled based on the profits of the branch office that he or she manages, after distributions by such branch officer manager to other personnel, determined consistently in the normal course of business for all branch office managers.

"Company" means the Holding Company and its subsidiaries, individually or collectively, as
		the context may require.

"Eligible Employee" for a fiscal year means an individual employed by the Company who has
		satisfied the requirements of Section 3 for such fiscal year.

"Executive Bonus Pool" for a fiscal year means the amount determined pursuant to the
		formula prescribed in Section 4.

"Executive Bonus First Officer Pool" for a fiscal year means the percentage of the Company's
		Pre-tax Earnings designated for such pool by the Board of Directors of the Holding Company for the fiscal year.

"Holding Company" means A.G. Edwards, Inc.

"Merit Bonus First Officer Pool" for a fiscal year means the percentage of the Company's
		Pre-tax Earnings designated for such pool by the Board of Directors of the Holding Company for the fiscal year.

"Participant" means an Eligible Employee for a fiscal year who is assigned Shares for such
		fiscal year in accordance with Section 5, and who has not lost his or her right to receive a bonus for such fiscal year in accordance with Section 6.

"Plan" means the A.G. Edwards, Inc. Corporate Executive Bonus Plan as set forth herein.

"Plan Administrator" means the Compensation Committee of A.G. Edwards & Sons, Inc. or
		any existing or newly created committee appointed or designated by the Board of Directors of A.G. Edwards & Sons, Inc. or by the Board of Directors of the Holding Company, which may have limited, joint or exclusive authority with respect to this Plan.

"Pre-tax Earnings" for a fiscal year means the earnings reported by the Company on its
		audited consolidated financial statements for the fiscal year less provision for income taxes, employee bonuses and the Company's discretionary profit sharing plan contributions.

"Second Officer Pool" for a fiscal year means the percentage of the Company's Pre-tax
		Earnings designated for such pool by the Board of Directors of the Holding Company for the fiscal year.

"Shares" means the number of units assigned to a Participant for the purpose of determining
		the portion of the Executive Bonus Pool payable pursuant to this Plan to such Participant for a fiscal year.

"Third Bonus Pool" for a fiscal year means a percentage of the revenues (net of direct
		expenses) of the departments identified on Exhibit I hereto, as reflected in the monthly profit and loss statements generated by the Company's general ledger system, which are designated for such pool by the Board of Directors of the Holding Company for the fiscal year determined as provided in Exhibit I.

"Weighted Year-end Shares" means, with respect to any Participant in a fiscal year, the
		amount determined by multiplying the Year-end Salary of the Participant for the fiscal year by the Participant's Year-end Shares; dividing such product by 1,000 and rounding the result to the nearest whole integer.

"Year-end Salary" means, with respect to any Participant for a fiscal year, the average rate of
		salary for the Participant in effect as of each day during the fiscal year while the Participant is employed as an Eligible Employee.

"Year-end Shares" means, with respect to any Participant for a fiscal year, the average of the
		number of Shares assigned to the Participant as of each day during the fiscal year; provided, a Participant shall be considered as having no Shares on each day that the Participant is not actively employed by the Company.

3.		*Eligibility.*

Subject to Section 6, officers of the Company who are not otherwise eligible for variable compensation or bonus (such as commissions, sales bonuses or a Branch Manager's Share of Branch Office Profits) are eligible to participate in the Plan, including regional managers of the Company who are not eligible to receive a Branch Manager's Share of Branch Office Profits because of a waiver of the right to receive such amount.

Officers of the Company who are eligible to participate in the Plan are not entitled to an assignment of Shares but only receive Shares in the discretion of the Plan Administrator or, as to the Chief Executive Officer of the Holding Company, the Compensation Committee of the Holding Company, and consequently are not necessarily entitled to any payment pursuant to the Plan.

4.		*Executive Bonus Pool Accrual Formula.*

Unless increased or decreased as provided below, the Executive Bonus Pool for a fiscal year shall be the sum of the following five amounts less the other amounts stated below, all determined as of the last day of such fiscal year (even though actual amounts may not be known and actual distributions may not occur until after such time):

	(a)	the Executive Bonus First Officer Pool for the fiscal year;

	(b)	the Merit Bonus First Officer Pool for the fiscal year;

	(c)	the Second Officer Pool for the fiscal year;

	(d)	the Third Bonus Pool for the fiscal year; and

	(e)	the total unallocated Branch Manager's Share of Branch Office Profits that is not paid to regional branch managers because they are Participants in this Plan;

	less amounts paid out of the Merit Bonus First Officer Pool as merit bonuses for the fiscal year; and

	less amounts paid out of the Second Officer Pool as discretionary bonuses for the fiscal year.

The Board of Directors of the Holding Company in its discretion may increase or decrease the Executive Bonus Pool for any fiscal year at any time and in any manner before it is distributed to Participants.

5.		*Shares and Salary of Participants.*

The Plan Administrator shall assign a number of Shares (which may be zero) to each Eligible Employee (except the Chief Executive Officer of the Holding Company) before the beginning of a fiscal year. The Compensation Committee of the Board of Directors of the Holding Company shall assign a number of Shares (which may be zero) to the Chief Executive Officer of the Holding Company before the beginning of a fiscal year.

The Plan Administrator in its discretion may adjust the Shares, the salary or both of each Participant (other than the Chief Executive Officer of the Holding Company) from time to time during a fiscal year, including, but not limited to, assigning Shares to an individual who becomes an Eligible Employee during the fiscal year. The Compensation Committee of the Board of Directors of the Holding Company in its discretion may adjust the Shares, the salary or both of the Chief Executive Officer of the Holding Company from time to time during any fiscal year.

6.		*Terminations During the Fiscal Year.*

Generally, an individual must be employed by the Company as an Eligible Employee on the last day of a fiscal year to be a Participant entitled to receive a bonus under the Plan for that fiscal year; however, the Plan Administrator (or the Compensation Committee of the Board of Directors of the Holding Company in the case of the Chief Executive Officer of the Holding Company) may in its discretion permit any Eligible Employee to receive a bonus under this Plan for such fiscal year if (i) the Eligible Employee retires or dies during any such fiscal year or (ii) the Eligible Employee's employment is terminated by the Company for any reason after the third month of such fiscal year.

An Eligible Employee who resigns or is terminated for any reason whatsoever prior to the end of the third month of any fiscal year shall not be entitled to receive a bonus under the Plan for that fiscal year. Further, except as provided above for retirement or death, an Eligible Employee who voluntarily leaves the employment of the Company after the third month of any fiscal year shall not be entitled to receive a bonus under the Plan for that fiscal year.

7.		*Bonus Pool Distribution Formula.*

The Executive Bonus Pool for a fiscal year shall be distributed on such date or dates as may be specified by the Board of Directors of the Holding Company as follows:

	(a)	The Executive Bonus Pool shall be mathematically divided into two portions consisting of two-thirds and one-third, respectively, of the total amount of the Executive Bonus Pool.

	(b)	Each Participant shall receive an amount equal to the two-thirds portion of the Executive Bonus Pool multiplied by the ratio of such Participant's Year-end Shares to the total Year-end Shares of all Participants.

	(c)	Each Participant shall receive an amount equal to the one-third portion of the Executive Bonus Pool multiplied by the ratio of such Participant's Weighted Year-end Shares to the total Weighted Year-end Shares of all Participants.

Before the actual amount of the Executive Bonus Pool is determined for a fiscal year, the Company may distribute a portion of such Executive Bonus Pool to Participants based on the Company's estimate of the amount of such Executive Bonus Pool, with the remainder distributed after the actual amount is determined and on such date or dates as may be specified by the Board of Directors of the Holding Company.

8.		*Limitation on Bonus Amount For Certain Executive Officers.*

Notwithstanding anything contained herein to the contrary, if a Participant's compensation that is payable by the Company is subject to the deduction limitation of Section 162(m) of the Internal Revenue Code of 1986 in a fiscal year, then the total amount otherwise payable to such Participant for such fiscal year under this Plan shall be reduced (but not below zero) by the amount necessary, if any, so that the aggregate amount of (i) all compensation paid for such fiscal year to such Participant under this Plan and (ii) all other compensation of such Participant from the Company for such fiscal year does not exceed such deduction limitation. The amount that is not paid to Participants because of the limitation of this Section 8 shall not increase the portion of the Executive Bonus Pool payable to other Participants but shall be retained by the Company, so that such limitatio n on the bonus paid to a particular Participant shall not affect the bonus amount payable to any other Participant.

9.		*General Administration.*

The Plan Administrator shall have the authority to interpret and administer the Plan, to delegate its authority and duties under the Plan, and to take all such steps and make all such rules or determinations in connection with the Plan as it may deem necessary or advisable, including, without limitation, the construction of any ambiguities that may arise in the administration of the Plan and the exclusion of items from the definition of "Pre-tax Earnings," such as effects of changes in accounting principles, discontinued operations, extraordinary items and similar items. By their participation in the Plan, all Plan Participants agree that such interpretations and determinations made by the Plan Administrator shall be final, conclusive and binding on all Participants if there is any rational basis for such interpretations or determinations.

The Secretary of the Company, in conjunction with the Controller of the Company, shall develop procedures and keep detailed records as may be required to implement and document decisions made under the Plan.

				EXHIBIT I

Third Bonus Pool - Departments

		Trading Group Departments	Investment Banking Group Departments

		Bond Department	Public Finance
		OTC Equity Trading	Corporate Finance
		Syndicate	Mergers and Acquisitions
		Institutional Coordinator

Any positive "revenues (net of direct expenses)" for individual department(s) listed within a Group shall be offset against any negative "revenues (net of direct expenses)" for any other individual department(s) listed within the same Group; provided, "revenues (net of direct expenses)" shall not be offset between Groups.

All or any part of this Exhibit I may be changed from time to time in the discretion of the Board of Directors of the Holding Company.

Certification

The undersigned hereby certifies that this Corporate Executive Bonus Plan was duly adopted by the Executive Committee of the Board of Directors of A.G. Edwards, Inc. on March , 1994.



			Douglas L. Kelly, Secretary

A.G. EDWARDS, INC.
PERFORMANCE PLAN FOR EXECUTIVES

ARTICLE I
PREAMBLE

Section 162(m) of the Internal Revenue Code of 1986 was enacted by the Revenue Reconciliation Act of 1993. Section 162(m) limits to $1,000,000 the amount of an employer's deduction for a fiscal year relating to compensation for certain executive officers, with exceptions for specific types of compensation such as performance-based compensation. The Holding Company has amended its Executive Bonus Plan to limit the amount payable under the Executive Bonus Plan as a result of the Section 162(m) deduction limitation.

Qualified performance-based compensation is not subject to the Section 162(m) deduction limitation. This Performance Plan is intended to provide for the payment of qualified performance-based compensation in the form of a bonus to each executive officer whose bonus under the Executive Bonus Plan is actually limited by Section 8 thereof because of the Section 162(m) deduction limitation. The amount of any such bonus under this Performance Plan is intended to be equal to the amount that would have been payable to such executive officer pursuant to the Executive Bonus Plan but for the limitation contained in Section 8 thereof, relating to the Section 162(m) deduction limitation. This Performance Plan shall be administered in accordance with, and to achieve, the intent stated above.

Notwithstanding anything contained herein to the contrary, amounts accrued under this Performance Plan shall be paid only if this Performance Plan is approved by the stockholders of the Holding Company as provided in Article VI hereof.

ARTICLE II
DEFINITIONS

Unless defined below in this Article II or in the other provisions of this Plan, capitalized but undefined terms used herein shall have the meaning ascribed to them in the Executive Bonus Plan.

	"Company" means the Holding Company and its subsidiaries, individually or collectively, as the context may require.

	"Covered Employee" for a fiscal year means an individual employed by the Company who has satisfied the requirements of Article III for such fiscal year.

	"Executive Bonus Plan" means the A.G. Edwards, Inc. Corporate Executive Bonus Plan, as amended from time to time.

	"Fixed Allowance" means $300,000 for the fiscal year ending February 28, 1995; thereafter, the Fixed Allowance for each subsequent fiscal year shall be increased by 10% over the Fixed Allowance for the immediately preceding fiscal year.

	"Holding Company" means A.G. Edwards, Inc.

	"Initial Fixed Compensation" means, with respect to any Covered Employee in any fiscal year, the aggregate amount of: (i) such Covered Employee's Initial Salary for such fiscal year and (ii) other components of compensation for the Covered Employee that are "applicable employee remuneration" under Section 162(m) for such fiscal year that are established as of the beginning of such fiscal year. Specifically, "Initial Fixed Compensation" shall not include: (i) any salary increases or other amounts approved by the Company at its discretion after the beginning of such fiscal year, (ii) any amounts payable pursuant to this Performance Plan or the Executive Bonus Plan for such fiscal year, (iii) the Fixed Allowance for such fiscal year, or (iv) any amounts payable to a Covered Employee for such fiscal year to which, or to the extent that, Section 162(m) does not ap ply to them under applicable transitional rules (such as amounts payable under the A.G. Edwards, Inc. Restricted Stock and Stock Option Plan and the A.G. Edwards, Inc. Excess Profit Sharing Plan).

	"Initial Salary" means, with respect to any Participant under the Executive Bonus Plan for a fiscal year, the rate of salary in effect for such Participant for such fiscal year as established prior to the beginning of such fiscal year.

	"Initial Shares" means, with respect to any Participant under the Executive Bonus Plan for a fiscal year, the number of Shares assigned to such Participant in the Executive Bonus Plan for such fiscal year as established prior to the beginning of such fiscal year.

	"Maximum Bonus Amount" means $2,000,000 for the fiscal year ending February 28, 1995; thereafter, the Maximum Bonus Amount for each subsequent fiscal year shall be increased by 10% over the Maximum Bonus Amount for the immediately preceding fiscal year.

	"Performance Plan" means the A.G. Edwards, Inc. Performance Plan for Executives as set forth herein, as the same may be amended from time to time.

	"Performance Plan Bonus Pool" for a fiscal year means the amount determined pursuant to Article IV.

	"Plan Administrator" means the Compensation Committee of the Holding Company.

	"Predetermined Amount" means, with respect to any fiscal year, the amount of the Executive Bonus Pool that would have accrued for such fiscal year based on the respective percentages of Pre-tax Earnings established by the Board of Directors for such fiscal year before the beginning of such fiscal year, and the departments and percentages of revenues (net of direct expenses) of each department that determine the Third Bonus Pool that were in effect at the beginning of such fiscal year, all as determined in accordance with Section 4 of the Executive Bonus Plan, without regard to any discretionary increase to such percentages or addition to such departments or any other discretionary additions to the Executive Bonus Pool for such fiscal year made after the beginning of the fiscal year.

	"Section 162(m)" means Section 162(m) of the Internal Revenue Code of 1986, together with any regulations promulgated thereunder, as any or all of them may be amended or in effect from time to time, or any section that amends or supersedes such section.

ARTICLE III
COVERED EMPLOYEES

The participants in this Performance Plan for any fiscal year shall be comprised of each employee of the Company who is: (i) a "covered employee" under Section 162(m) for such fiscal year, (ii) a "Participant" under the Executive Bonus Plan who is entitled to a bonus thereunder as of the last day of such fiscal year, and (iii) designated individually or by class description to be a "Covered Employee" hereunder by the Plan Administrator.

ARTICLE IV
PERFORMANCE PLAN BONUS POOL

The performance goals for this Performance Plan shall be the Company's Pre-tax Earnings, certain branch office profits and the net revenues of certain departments, a percentage of each of which is paid into the Executive Bonus Pool, as set forth in the Executive Bonus Plan. The Performance Plan Bonus Pool for a fiscal year is based on such performance goals and shall equal the aggregate amount of the Executive Bonus Pool for the fiscal year that is not paid to Participants thereunder for that fiscal year because of the limitation of Section 8 of the Executive Bonus Plan.

ARTICLE V
DETERMINATION OF INITIAL BONUS AMOUNT;
DISTRIBUTION AND CERTIFICATION

1.	*Determination of Initial Bonus Amount.*

After the close of a fiscal year, the Initial Bonus Amount for each Covered Employee shall be determined for such fiscal year. The Initial Bonus Amount for a Covered Employee for any fiscal year shall be the amount of reduction in payments to such Covered Employee as a Participant under Section 8 of the Executive Bonus Plan that would have occurred assuming: (i) the individuals eligible to receive a bonus under the Executive Bonus Plan were only those individuals who were Participants as of the first day of such fiscal year, (ii) the Executive Bonus Pool was equal to the Predetermined Amount, (iii) the Year-end Shares and the Year-end Salary of all Participants in the Executive Bonus Plan were equal to their respective Initial Shares and Initial Salaries, and (iv) the amount treated as compensation subject to the Section 162(m) deduction limitation for the Covered Employee i n such fiscal year was equal to the Initial Fixed Compensation of the Covered Employee for such fiscal year plus the Fixed Allowance for such fiscal year.

2.	*Distribution.*

Subject to Article V, Section 3, after the close of a fiscal year, an amount shall be paid to each Covered Employee from the Performance Plan Bonus Pool for that fiscal year equal to the lesser of: (i) the amount of the reduction in payments to such Covered Employee as a Participant under Section 8 of the Executive Bonus Plan for such fiscal year, (ii) such Covered Employee's Initial Bonus Amount, or (iii) the Maximum Bonus Amount. Any part of the amount of the reduction in payments to a Covered Employee as a Participant under Section 8 of the Executive Bonus Plan for such fiscal year that is not paid to such Covered Employee because such amount exceeds such Covered Employee's Initial Bonus Amount or Maximum Bonus Amount shall not increase the portion of the Performance Plan Bonus Pool payable to other Covered Employees but shall be retained by the Company, so that such limit ations on the bonus paid to a particular Covered Employee shall not affect the bonus amount payable to any other Covered Employee.

3.	*Certification by the Plan Administrator.*

Prior to the payment of any amount under this Performance Plan to a Covered Employee, the Plan Administrator shall certify in writing that the performance goals and other material terms of this Performance Plan were in fact satisfied. For this purpose, approved minutes of a meeting of the Plan Administrator in which the certification is made shall be treated as written certification.

ARTICLE VI
AMENDMENT AND
STOCKHOLDER APPROVAL REQUIREMENT

This Performance Plan may be amended by the Board of Directors of the Holding Company and its Compensation Committee; provided, no amount shall be paid to any Covered Employee under this Performance Plan in any fiscal year unless the stockholders of the Holding Company have approved this Performance Plan (or the material terms hereof) at such time and in such manner as required by Section 162(m) (which approval may apply to more than one fiscal year) so that amounts paid hereunder will be "qualified performance based compensation."

ARTICLE VII
GENERAL ADMINISTRATION;
RULES OF CONSTRUCTION AND
SPECIAL TRANSITION RULE

The Plan Administrator, subject to the limitations provided herein, shall have the authority to interpret and administer the Performance Plan and to take all such steps and make all such rules or determinations in connection with the Performance Plan as it may deem necessary or advisable, including, without limitation, the construction of any ambiguities that may arise in the administration of the Performance Plan. By their participation in the Performance Plan, all Covered Employees agree that such interpretations and determinations made by the Plan Administrator shall be final, conclusive and binding on all Covered Employees if there is any rational basis for such interpretations or determinations.

The terms and provisions of this Performance Plan shall be construed in accordance with the laws of the State of Missouri and according to the principles, and in the priority, as follows: first, in accordance and consistent with Section 162(m) in a manner so that all amounts payable under this Performance Plan will be "qualified performance-based compensation;" and second, consistent with the meaning and application of the Executive Bonus Plan.

The Secretary of the Company, in conjunction with the Controller of the Company, shall develop procedures and keep detailed records as may be required to implement and document decisions made under the Performance Plan.

The first fiscal year for which this Performance Plan is in effect shall be the fiscal year of the Company ending February 28, 1995, even though this formal written Performance Plan may be adopted between March 1, 1994 and April 1, 1994.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


			A.G. Edwards, Inc.
			Registrant


Date:	March 1, 2005	By:	/s/ Douglas L. Kelly
			Douglas L. Kelly
			Chief Financial Officer