A.G. EDWARDS, INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN

A.G. EDWARDS, INC.

NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN

MARCH 1, 2005 RESTATEMENT

1. Name of Plan . This plan shall be known as the "A.G. Edwards, Inc. Non-Employee Director Stock Compensation Plan" (the " Plan ").

2. Purpose of Plan . The purpose of this Plan is to increase the ownership interest in A.G. Edwards, Inc., a Delaware corporation (the " Company "), by Non-Employee Directors whose services are considered essential to the Company's continued progress and to provide a further incentive to serve as directors of the Company.

3. Effective Date and Term . This Plan was adopted March 1, 2002, amended and restated effective March 1, 2003, and amended and restated effective March 1, 2005, subject to approval at the annual meeting of stockholders in June, 2005 (the " Effective Date "). This Plan shall remain in effect until the earlier of: (i) termination of the Plan by the Board or (ii) no shares of Common Stock remain available under the Plan.

4. Definitions . The following terms shall have the meanings set forth below:

"Annual Meeting" means an annual meeting of the stockholders of the Company.

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

"Common Stock" means the Company's common stock, par value $1.00 per share.

"Non-Employee Director" means any director of the Company who is not currently an employee or an officer of the Company, or any subsidiary of the Company.

"One-half of the Annual Compensation" shall be the amount certified each year by the Corporate Secretary for a Non-Employee Director as one-half of the expected compensation to be paid to the Non-Employee Director for the fiscal year if the Non-Employee attends each regularly scheduled meeting of the Board of Directors of the Company, of each committee of which the Non-Employee Director is a member and of the Board of Directors of the brokerage company subsidiary.

"Plan Year" means the Company's fiscal year (currently, commencing on March 1 of any given calendar year and ending on the day before the next succeeding fiscal year).

The "Value" of a share of Common Stock as of any given date means the closing price of a share of Common Stock reported on the New York Stock Exchange for such day, or, if shares of Common Stock were not traded on the New York Stock Exchange on such date, then on the next preceding date on which such shares were traded.

5. Awarded in Common Stock . One-half of the Annual Compensation for each Non-Employee Director (unless such Non-Employee Director is excluded from participation hereunder by the Board) shall be awarded in Common Stock, the Value of which shall be determined as of the first business day of July during the applicable Plan Year. If any Non-Employee Director is appointed during a Plan Year after July 1 then such portion shall be awarded in Common Stock, the Value of which shall be determined as of the first business day of the first calendar month following such Non-Employee Director's appointment to the Board (unless such Non-Employee Director is excluded from participation hereunder by the Board). If the number of shares of Common Stock to be awarded includes a fractional share, such number shall be rounded down to the nearest whole number of shares. Upon award, a Non-Employee Director shall have the rights as a stockholder with respect to any shares of Common Stock awarded and adjustments shall be made for dividends, ordinary or extraordinary (whether in cash or securities or property), or other distributions, or other rights in respect of such shares. Any Non-Employee Director who is determined by the Board to not be entitled to any amount previously awarded may be required to forfeit the amount as determined by resolution of the Board.

6. Delivery of Shares, Voting and Other Rights.

(a) For 2005 and Prior Fiscal Years. Subject to Section 7 and Section