EXHIBIT 10.3



A.G.
EDWARDS, INC. RETIREMENT AND PROFIT SHARING PLAN 2002 Restatement


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A.G. EDWARDS, INC. RETIREMENT AND PROFIT SHARING PLAN 2002
Restatement

Table of Contents



|                                  |  |  |  | Page
|--------------------------------- |  |  |  | ----
|HISTORY
OF THE PLAN               |  |  |  |     
|                                 
|ARTICLE I
 STATEMENT OF PURPOSE  |  |  |  |     
|                                 
|ARTICLE
II  EFFECTIVE DATE       |  |  |  |     
|2.1  Effective Date of Plan       |  |  |  |     
|2.2  Effective Date of Amendment  |  |  |  |     
|2.3  Structure and Type of Plan   |  |  |  |     
|                                 
|ARTICLE
III  DEFINITIONS         |  |  |  |     
|3.1  Affiliate                    |  |  |  |     
|3.2  Annuity Starting Date        |  |  |  |     
|3.3  Basic Compensation           |  |  |  |     
|3.4  Beneficiary                  |  |  |  |     
|3.5  Code                         |  |  |  |     
|3.6  Compensation                 |  |  |  |     
|3.7  Controlled Group             |  |  |  |     
|3.8  Covered Compensation         |  |  |  |     
|3.9  Covered Service              |  |  |  |     
|3.10  Deductible Contributions    |  |  |  |     
|3.11  Eligible Spouse             |  |  |  |     
|3.12  Employee                    |  |  |  |     
|3.13  Employer                    |  |  |  |     
|3.14  Employer Contributions      |  |  |  |     
|3.15  Employer Stock Fund         |  |  |  |     
|3.16  ERISA                       |  |  |  |     
|3.17  ESOP Stock Account          |  |  |  |     
|3.18  Excess Compensation         |  |  |  |     
|3.19  Fiscal Year                 |  |  |  |     
|3.20  Highly Compensated Employee |  |  |  |     
|3.21  Leased Employee             |  |  |  |     
|3.22  Named Fiduciary             |  |  |  |     
|3.23  Non-Resident Alien          |  |  |  |     
|3.24  Normal Retirement Age       |  |  |  |     
|3.25  Participant                 |  |  |  |     
|3.26  Plan                        |  |  |  |     
|3.27  Plan Administrator          |  |  |  |     
|3.28  Plan Year                   |  |  |  |     
|3.29  Predecessor Plan            |  |  |  |     
|3.30  Sponsor                     |  |  |  |     
|3.31  Termination of Employment   |  |  |  |     

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|                                                                    |  |  |  | Page
|------------------------------------------------------------------- |  |  |  | ----
|3.32  Trust Agreement                                               |  |  |  |     
|3.33  Trust or Fund                                                 |  |  |  |     
|3.34  Trustee                                                       |  |  |  |     
|3.35  Total Disability                                              |  |  |  |     
|                                                                   
|ARTICLE
IV  SERVICE                                                |  |  |  |     
|4.1  Period of Service                                              |  |  |  |     
|4.2  Service Definitions                                            |  |  |  |     
|4.3  Absence in Military Service                                    |  |  |  |     
|4.4  Maternity Absence                                              |  |  |  |     
|4.5  Creditation of Years of Service                                |  |  |  |     
|4.6  Transitional Rule                                              |  |  |  |     
|                                                                   
|ARTICLE V
 PARTICIPATION                                           |  |  |  |     
|5.1  Eligibility Date: General Rule                                 |  |  |  |     
|5.2  Rehired Former Employee                                        |  |  |  |     
|5.3  Election Not to Participate                                    |  |  |  |     
|5.4  Transfer to Uncovered Service                                  |  |  |  |     
|                                                                   
|ARTICLE
VI  CONTRIBUTIONS                                          |  |  |  |     
|6.1  Deductible Employee Contributions                              |  |  |  |     
|6.2  Limitation on Amount of Deferrals                              |  |  |  |     
|6.3  Required Employer Non-matching Contributions                   |  |  |  |     
|6.4  Discretionary Employer Non-matching Contributions              |  |  |  |     
|6.5  Form of Contributions                                          |  |  |  |     
|6.6  Limits on Contributions                                        |  |  |  |     
|6.7  Correction of Excess Contributions                             |  |  |  |     
|6.8  Correction of Excess Matching Contributions                    |  |  |  |     
|6.9  Exclusive Benefit of Participants                              |  |  |  |     
|6.10  Return of Employer Contributions                              |  |  |  |     
|6.11  Allocation of Contributions Among Employers                   |  |  |  |     
|6.12  Rollover Contributions                                        |  |  |  |     
|6.13  Make-Up Allocations                                           |  |  |  |     
|                                                                   
|ARTICLE
VII  INDIVIDUAL ACCOUNTS                                   |  |  |  |     
|7.1  Employee Accounts                                              |  |  |  |     
|7.2  Firm Accounts                                                  |  |  |  |     
|7.3  Rollover Accounts                                              |  |  |  |     
|7.4  Allocation of Required Employer Non-matching Contribution      |  |  |  |     
|7.5  Allocation of Discretionary Employer Non-matching Contribution |  |  |  |     
|7.6  Limitation on Maximum Contributions                            |  |  |  |     
|ARTICLE
VIII  INVESTMENT OF FUNDS                                  |  |  |  |     
|8.1  Directed Accounts                                              |  |  |  |     
|8.2  Permissible Investments                                        |  |  |  |     
|8.3  Manner of Direction                                            |  |  |  |     
|8.4  Investment of Contributions                                    |  |  |  |     
|8.5  Change of Investments                                          |  |  |  |     

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|                                                         |  |  |  | Page
|-------------------------------------------------------- |  |  |  | ----
|8.6  Charges to Accounts                                 |  |  |  |     
|8.7  Investment of Transferred Assets                    |  |  |  |     
|8.8  Investment of Death Benefits                        |  |  |  |     
|8.9  Investments in Treasury Zeros                       |  |  |  |     
|8.10  Loans from Rollover Accounts                       |  |  |  |     
|                                                        
|ARTICLE
IX  VALUATION OF ACCOUNTS                       |  |  |  |     
|9.1  Valuation of Fund                                   |  |  |  |     
|9.2  Value of Participants Benefits                     |  |  |  |     
|                                                        
|ARTICLE X
 VESTING                                      |  |  |  |     
|10.1  General Rule                                       |  |  |  |     
|10.2  Fully Vested Accounts                              |  |  |  |     
|10.3  Change in Control                                  |  |  |  |     
|                                                        
|ARTICLE
XI  FORFEITURES                                 |  |  |  |     
|11.1  Reduction of Employer Contribution                 |  |  |  |     
|11.2  Allocation of Forfeitures                          |  |  |  |     
|11.3  Forfeiture Restoration                             |  |  |  |     
|                                                        
|ARTICLE
XII  WITHDRAWALS DURING EMPLOYMENT              |  |  |  |     
|12.1  Right of WithdrawalEmployee Account               |  |  |  |     
|12.2  Senior Employee Withdrawal Option                  |  |  |  |     
|12.3  Withdrawal of A.G. Edwards, Inc. Vested Dividends  |  |  |  |     
|                                                        
|ARTICLE
XIII  WITHDRAWALS AFTER EMPLOYMENT              |  |  |  |     
|13.1  Withdrawals After Employment                       |  |  |  |     
|                                                        
|ARTICLE
XIV  PAYMENT OF BENEFITS                        |  |  |  |     
|14.1  Disability and Fully Vested Over Age 59-1/2        |  |  |  |     
|14.2  Fully Vested Under Age 59-1/2                      |  |  |  |     
|14.3  Partially Vested                                   |  |  |  |     
|14.4  Time of Payment                                    |  |  |  |     
|14.5  Form of Payment                                    |  |  |  |     
|14.6  Forfeitures                                        |  |  |  |     
|14.7  Accounts of Former Employees                       |  |  |  |     
|14.8  Direct Rollover of Eligible Rollover Distributions |  |  |  |     
|14.9  Protected Options                                  |  |  |  |     
|                                                        
|ARTICLE
XV  PAYMENT OF DEATH BENEFITS                   |  |  |  |     
|15.1  Death Benefits                                     |  |  |  |     
|15.2  Form of Payment                                    |  |  |  |     
|15.3  Designation of Beneficiary                         |  |  |  |     
|15.4  Failure to Designate                               |  |  |  |     
|15.5  Renunciation of Death Benefit                      |  |  |  |     
|15.6  Minor Beneficiaries                                |  |  |  |     
|15.7  Transitional Designation                           |  |  |  |     
|15.8  Distribution of Annuity Contracts                  |  |  |  |     

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|                                                          |  |  |  | Page
|--------------------------------------------------------- |  |  |  | ----
|ARTICLE
XVI  LATEST TIME OF PAYMENT                      |  |  |  |     
|16.1  60
Day Rule                                         |  |  |  |     
|16.2  Latest Time for Payment                             |  |  |  |     
|                                                         
|ARTICLE
XVII  CLAIMS AND REVIEW PROCEDURE                |  |  |  |     
|17.1  Claims for Benefits                                 |  |  |  |     
|17.2  Written Denials of Claims                           |  |  |  |     
|17.3  Time of Denial                                      |  |  |  |     
|17.4  Review of Denial                                    |  |  |  |     
|17.5  Review Decisions                                    |  |  |  |     
|                                                         
|ARTICLE
XVIII  ADMINISTRATION                            |  |  |  |     
|18.1  Plan Administrator                                  |  |  |  |     
|18.2  Allocation of Fiduciary Duties                      |  |  |  |     
|18.3  Furnish Information                                 |  |  |  |     
|18.4  Appointment of Administrators                       |  |  |  |     
|18.5  Compensation of Fiduciaries                         |  |  |  |     
|18.6  Expenses of Administration                          |  |  |  |     
|18.7  Delegation of Authority                             |  |  |  |     
|18.8  Standard of Review                                  |  |  |  |     
|                                                         
|ARTICLE
XIX  TRUST AGREEMENT                             |  |  |  |     
|19.1  Trust Agreement                                     |  |  |  |     
|                                                         
|ARTICLE
XX  AMENDMENT AND TERMINATION                    |  |  |  |     
|20.1  Amendment                                           |  |  |  |     
|20.2  Termination                                         |  |  |  |     
|                                                         
|ARTICLE
XXI  MISCELLANEOUS                               |  |  |  |     
|21.1  Anti-Assignation                                    |  |  |  |     
|21.2  Rights of Employees                                 |  |  |  |     
|21.3  Source of Benefits                                  |  |  |  |     
|21.4  Actions by Corporation                              |  |  |  |     
|21.5  Rules of Construction                               |  |  |  |     
|21.6  Payments to Legal Incompetents                      |  |  |  |     
|21.7  Plan Mergers                                        |  |  |  |     
|21.8  Missing Participants                                |  |  |  |     
|21.9  Payments Under a Qualified Domestic Relations Order |  |  |  |     
|21.10  Adoption of Plan by an Affiliate                   |  |  |  |     
|21.11  Acceptance of Transfers                            |  |  |  |     
|                                                         
|ARTICLE
XXII  TOP-HEAVY REQUIREMENTS                     |  |  |  |     
|22.1  Top-Heavy Determination                             |  |  |  |     
|22.2  Determination Date                                  |  |  |  |     
|22.3  Valuation of Fund as of Determination Date          |  |  |  |     
|22.4  Key Employee                                        |  |  |  |     
|22.5  Vesting Requirements                                |  |  |  |     
|22.6  Minimum Benefits                                    |  |  |  |     
|22.7  EGTRRA Amendments                                   |  |  |  |     

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|                                                          |  |  |  | Page
|--------------------------------------------------------- |  |  |  | ----
|ARTICLE
XXIII  SPECIAL ESOP PROVISIONS                   |  |  |  |     
|23.1  Share Purchase Loans                                |  |  |  |     
|23.2  Release from Loan Suspense Account                  |  |  |  |     
|23.3  Use of Loan Proceeds and Dividends                  |  |  |  |     
|23.4  Allocation of Shares Released From Suspense Account |  |  |  |     
|23.5  Separate Accounting for Multiple Loans              |  |  |  |     
|23.6  Valuation                                           |  |  |  |     
|23.7  Nonallocation Provision                             |  |  |  |     
|23.8  Latest Time of Payment for Company Stock            |  |  |  |     

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A.G. EDWARDS, INC. RETIREMENT AND PROFIT SHARING PLAN

2002 Restatement

HISTORY OF THE PLAN



As of September 30, 1967, A.G. Edwards & Sons,
Inc. and the limited partnership A.G. Edwards & Sons adopted an Amendment to the Trust Agreements which had established the Profit Sharing Plans
A and B of the Partnership which provided, among other things, for the consolidation of such existing separate Profit Sharing
Plans of the Partnership into a single Profit Sharing Plan of A.G. Edwards & Sons, Inc. as the successor to the Partnership. Under an Agreement
dated July 5, 1972, A.G. Edwards & Sons, Inc. adopted the A.G. Edwards & Sons, Inc. Estate Accumulation Plan. A.G. Edwards & Sons, Inc.
replaced the A.G. Edwards & Sons, Inc. Profit Sharing Plan and the A.G. Edwards & Sons, Inc. Estate Accumulation Plan by consolidating such
plans as amended into a new Retirement and Profit Sharing Plan (the Plan) effective as of January 1, 1978.




The Plan was amended by a First Amendment adopted
December 27, 1977, a Second Amendment adopted March 30, 1978, a Third Amendment adopted August 1, 1978, a Fourth Amendment adopted December 26, 1978,
and a Fifth Amendment adopted November 27, 1979.




The Plan was amended and completely restated
effective January 1, 1980, and was amended by a First Amendment dated June 18, 1981, and a Second Amendment dated October 18, 1983; and was amended and
completely restated effective January 1, 1984.




The Plan was amended and completely restated
effective January 1, 1985, and was amended by a First Amendment dated July 8, 1986, a Second Amendment dated November 21, 1986, a Special Amendment
adopted September 24, 1987, and a Special Amendment adopted October 28, 1987.




The Plan was amended and completely restated
effective January 1, 1987, and was later amended by the 1989 Withdrawal Amendment.




The Plan was amended and completely restated
effective January 1, 1989, to comply with the Tax Reform Act of 1986.




The Plan was amended and completely restated
effective January 1, 1990, to expand investment options.




The Plan was amended and completely restated
effective January 1, 1991, and was amended by a First Amendment dated August 26, 1992.




The Plan was amended and completely restated
effective January 1, 1993, to change investment provisions and update the Plan to conform to changes in the law. The 1993 Restatement was amended by a
First Amendment dated December 24, 1994, and a Second Amendment dated November 20, 1995.




The Plan was amended and completely restated
effective January 1, 1997, to make numerous changes related to the change to a daily valuation system and other plan design changes.




The Plan was amended and completely restated
effective January 1, 1998 to provide for the conversion of the Plan from a profit sharing plan only to a money purchase pension plan and a profit
sharing plan for purposes of Section 401(a) of the Internal Revenue Code of 1986 effective at a designated future date, and to make other technical
changes. Because of a change in the tax law, the money purchase pension plan features were never implemented.




A.G. Edwards, Inc. now wishes to amend and
completely restate the Plan to remove the inactivated money purchase plan features, to accelerate the eligibility waiting period, and to make design
changes reflecting recent changes in the tax law.




NOW, THEREFORE, the A.G. Edwards, Inc. Retirement
and Profit Sharing Plan is hereby amended and completely restated in the form of the following instrument, which is referred to as the 2002
Restatement.


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ARTICLE I  STATEMENT OF PURPOSE



The Plan set forth herein is intended to provide a
means whereby the Employer, through a base contribution and sharing its profits with its qualified Employees on a deferred basis, may encourage them to
establish a regular method of savings and thereby create a fund available for their use at retirement or in the event of disability. It is intended
that the Plan shall qualify as a profit sharing plan with a cash or deferred 401(k) feature under Section 401 of the Code and as an Employee Stock
Ownership Plan as defined in Section 4975(e)(7) of the Code.


ARTICLE II  EFFECTIVE DATE



2.1  Effective Date of
Plan. Except as otherwise explicitly provided in the Plan, the rights and benefits, if any, of each Participant shall be determined
pursuant to the provisions of the Plan or Predecessor Plan as in effect on the date of the applicable event.




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




2.3  Structure and Type of
Plan. Effective on and after January 1, 2002, amounts invested in the Employer Stock Fund shall constitute an Employee Stock Ownership
Plan as defined in Section 4975(e)(7) of the Code. The Employee Stock Ownership Plan is designed to invest primarily in the common stock of A.G.
Edwards, Inc. Amounts invested in Treasury Zeros and all other funds, including the equity funds, shall constitute a profit sharing plan under Section
401 of the Code.


ARTICLE III  DEFINITIONS



3.1  Affiliate means (l) any
corporation or other business entity that from time to time is, along with A.G. Edwards, Inc., a member of a controlled group of businesses (as defined
in Section 414 of the Code) and (2) any other corporation that adopts this Plan with the approval of the Board of Directors of A.G. Edwards, Inc. and
maintains this Plan for the benefit of its Employees. A business entity is an Affiliate only while a member of such group.




3.2  Annuity Starting Date
means the first day on which payment of an account balance of a Participant is actually made.




3.3  Basic Compensation
means the Compensation (as defined in Section 3.6) for Covered Service of an Employee for a Plan Year regardless of whether the Participant has an
election in effect to make Deductible Employee Contributions when such Compensation is earned or paid, excluding the Excess Compensation of such
Employee for such year.




3.4  Beneficiary means the
person or persons designated as such by a Participant in accordance with the Plan.




3.5  Code means the Internal
Revenue Code of 1986. Reference to a section of the Code shall include that section and any comparable section or sections of any future legislation
that amends, supplements or supersedes said section.




3.6  Compensation means,
except as provided in the following sentence, the total amount paid to an Employee during a Plan Year by an Employer in the form of salary,
commissions, overtime pay, finders fees and bonuses (including corporate executive bonus, merit bonus, institutional bonus, branch managers
bonus or total production bonus); plus the amount of salary reduction as a result of an election pursuant to a plan or plans governed by Section
401(k), Section 132(f)(4) or Section 125 of the Code. Notwithstanding the above, Compensation shall not include: (1) amounts attributable to other
sources such as, for example, contest awards, reimbursement of moving expenses, life insurance premiums, tuition reimbursements, and amounts
attributable to stock options or restricted stock; or (2) any payment characterized as deferred compensation for purposes of Section 404 of the Code
(either when earned or when paid).




Compensation of each Participant taken into account
under the Plan shall in no event exceed the amount specified in Section 401(a)(17) of the Code as adjusted by the Commissioner for increases in the
cost of living in accordance with Section 401(a)(17)(B) of the Code ($200,000 for 2002).




3.7  Controlled Group means
the Sponsor and each Affiliate.


2

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3.8  Covered Compensation
means Compensation paid for Covered Service to a Participant during such time period with respect to which the Participant has an election in effect to
make Deductible Employee Contributions pursuant to Section 6.1, regardless of whether Deductible Employee Contributions have been discontinued during
such period because of the dollar limitation in accordance with Section 6.2.




3.9  Covered Service means
service performed by an Employee while classified by an Employer as an employee of the Employer for purposes of this Plan (regardless of classification
for other purposes, such as a retroactive classification as an employee for payroll tax purposes), other than service as a temporary employee. A
temporary Employee is any Employee hired by an Employer for a limited period of time and classified by the Employer as a temporary employee in
accordance with the employment policies of the Employer. Service as a non-employee contract worker and service as a Leased Employee is not Covered
Service. Service as a Non-Resident Alien is not Covered Service.




3.10  Deductible Employee
Contributions means before-tax contributions made by the Employer on behalf of a Participant in accordance with Section 6.1 as a result of a
salary reduction election.




3.11  Eligible Spouse means
the person to whom a Participant is lawfully married at the Participants Annuity Starting Date. Eligible Surviving Spouse, in the
case of a Participant who dies before such time, means the person to whom the Participant is lawfully married on the date of death of the Participant,
provided that a former spouse shall be treated as the Eligible Spouse or the Eligible Surviving Spouse to the extent provided under a qualified
domestic relations order, as defined in Section 414(p) of the Code.




3.12  Employee means any
individual who is employed by a member of the Controlled Group. Any Leased Employee shall also be treated as an Employee, but service as a Leased
Employee is not Covered Service.




3.13  Employer means A.G.
Edwards, Inc., a Delaware corporation and any Affiliate that is not a foreign entity, as defined in Section 7701 of the Code. An Affiliate
that makes contributions to the Plan on behalf of its eligible Employees shall be deemed to have adopted the Plan. An Affiliate that is an Employer
consents to all future amendments to the Plan by the Sponsor, agrees to make contributions to the Plan for its Employees in Covered Service in
accordance with the terms of the Plan, and agrees to all interpretations and actions of the Plan Administrator.




3.14  Employer Contributions
means contributions to the Trust by an Employer from an Employers funds in accordance with the Plan, but shall not include Deductible Employee
Contributions.




3.15  Employer Stock Fund
means a fund the assets of which are invested primarily in the common stock of the Sponsor.




3.16  ERISA means the
Employee Retirement Income Security Act of 1974, as amended. Reference to a section of ERISA shall include that section and any comparable section or
sections of any future legislation that amends, supplements or supersedes said section.




3.17  ESOP Stock Account
means the portion, if any, of the Accounts of a Participant, expressed in shares of common stock of A.G. Edwards, Inc., from time to time invested in
the Employer Stock Fund.




3.18  Excess Compensation
means, with respect to each Plan Year, the total Compensation for Covered Service of an Employee for a Plan Year, regardless of whether the Participant
has an election in effect to make Deductible Employee Contributions when such Compensation is earned or paid, in excess of the maximum amount which,
with respect to said year, may be considered wages under Section 3121(a)(1) of the Code (Social Security wage base) paid to an Employee during said
Plan Year.




3.19  Fiscal Year means the
accounting year of an Employer for federal income tax purposes.




3.20  Highly Compensated
Employee means a Highly Compensated Employee as defined in Section 414(q) of the Code and the regulations thereunder, including the rules
limiting Highly Compensated Employees to the top-paid twenty percent (20%).




3.21  Leased Employee means
any individual other than a common law employee, who pursuant to an agreement between any member of the Controlled Group and any other person, has
performed services for such member, or for any person related to the member, as defined in Section 414(n)(6) of the Code, on a
substantially


3

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full-time
basis for a period of at least one year and such  services are performed under the
primary direction or control of such member. An individual who becomes a Leased Employee
(determined without regard to  the one year service requirement) shall be deemed to be an
Employee for the purpose of eligibility to participate and vesting at the time the
individual first begins performing services for a member of the Controlled Group. An
individual covered by a money purchase pension plan providing a  non-integrated employer
contribution of at least ten percent (10%) of compensation, immediate participation and
full and immediate vesting, as defined  in Section 414(n)(5) of the Code shall not be
treated as a Leased Employee, provided that Leased Employees (determined without regard
to this sentence)  do not constitute more than twenty percent (20%) of the recipients
non-Highly Compensated work force.



3.22  Named Fiduciary means
the Plan Administrator named in accordance with Article XVIII.




3.23  Non-Resident Alien
means an individual who is neither a citizen of the United States nor a resident of the United States, as defined in Section 7701 of the
Code.




3.24  Normal Retirement Age
means sixty-five (65) years of age.




3.25  Participant means any
Employee who has reached his Eligibility Date, as defined in Section 5.1, and any former Employee who has an amount credited to his account in
accordance with the Plan. Except for purposes of eligibility for contributions in accordance with Article VI, such term also includes an individual who
has an amount credited to his account on account of a rollover from another plan pursuant to Section 6.12 or on account of a transfer from another plan
pursuant to Section 21.11.




3.26  Plan means the A.G.
Edwards, Inc. Retirement and Profit Sharing Plan as set forth herein and effectuated by the Trust Agreement.




3.27  Plan Administrator
means the person named by the Sponsor in accordance with Article XVIII.




3.28  Plan Year means any
twelve (12) consecutive month period commencing January l and ending the next following December 31st.




3.29  Predecessor Plan means
the A.G. Edwards & Sons, Inc. Profit Sharing Plan as amended from time to time up to December 31, 1977, the A.G. Edwards & Sons, Inc. Estate
Accumulation Plan, as amended from time to time up to December 31, 1977; or both.




3.30  Sponsor means A.G.
Edwards, Inc.




3.31  Termination of
Employment means severance from employment with the Controlled Group. Transfer from an Employer to an Affiliate or from an Affiliate to an
Employer or from one Affiliate to another Affiliate shall not constitute a Termination of Employment.




3.32  Trust Agreement means
the trust agreement or agreements entered into by and between A.G. Edwards & Sons, Inc. or A.G. Edwards, Inc. and the Trustee or Trustees in
accordance herewith.




3.33  Trust or Fund
means all of the assets held by the Trustee in accordance with the Trust Agreement.




3.34  Trustee means the
person or persons from time to time acting as trustee under the Trust Agreement.




3.35  Total Disability means
such permanent physical or mental disability as renders a person incapable of continuing to render satisfactory services to an Employer. Whether a
person has incurred a Total Disability shall be determined upon the basis of competent medical advice.


ARTICLE IV  SERVICE



4.1  Period of
Service. The Period of Service of an Employee means the period of time beginning on an Employment Commencement Date of an Employee and
ending on the Severance from Service Date of the Employee that next follows such an Employment Commencement Date. Nonconsecutive Periods of Service
shall be aggregated and three-hundred-sixty-five (365) days of service shall equal a whole year of service. If an Employee performs an Hour of Service
within twelve (12) months of a Severance from Service Date, the Employees Period of Service shall include the time which elapsed between the
Severance from Service Date and such date of re-employment.


4

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4.2  Service
Definitions.


|(A) |  | Employment Commencement Date shall mean the date the
Employee first performs an Hour of Service; provided that, if an Employee incurs a Break in Service of at least one year, the new Employment
Commencement Date of the Employee shall be the first day on which the Employee performs an Hour of Service after incurring such a Break in
Service.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Break in Service means the period following a
Severance from Service Date extending until the Employee again completes an Hour of Service.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | Hour of Service means an hour for which an Employee
is paid, or entitled to payment, for the performance of duties for a member of the Controlled Group.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(D) |  | Severance from Service Date means the earlier of (1)
the date the Employee retires, dies, resigns from or is discharged from a member of the Controlled Group, or (2) the first anniversary of the date on
which the Employee begins a period of absence, with or without pay, with the Controlled Group. For purposes of the preceding sentence, the term
discharge includes the cessation of membership in the Controlled Group of the employer of the Employee.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(E) |  | Year of Service means a Period of Service of one
year.
|--- |  | --------------------------------------------------------



4.3  Absence in Military
Service. Effective after December 12, 1994, notwithstanding any provision of this Plan to the contrary, contributions, benefits and
service credit with respect to military service will be provided in accordance with Section 414(u) of Code.




4.4  Maternity
Absence. In the event an Employee is absent from work beyond the first anniversary of the date on which the Employee began a period of
absence on account of the pregnancy or birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of
the child, or for purposes of caring for a child following such a birth or placement, solely for purposes of determining whether a Break in Service
occurs, the Severance from Service Date shall mean the second anniversary of the date the Employee was first absent from work by reason of maternity or
paternity as described above.




4.5  Creditation of Years of
Service. A Participant shall be credited with all whole Years of Service for purposes of vesting, whether or not such Periods of Service
were completed consecutively, except as follows:


|(A) |  | With respect to any determination made as of any date after
December 31, 1984, which ascertains the Years of Service of a Participant for purposes of vesting, including determinations made with respect to a
Participant who terminated employment before January 1, 1985, a Participants Years of Service completed after such Participant incurs a Break in
Service of at least five consecutive years after a Termination of Employment shall be disregarded for purposes of determining the nonforfeitable
percentage of the account balance of such Participant which accrued on or before the date upon which such break in service occurred; and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | The Period of Service completed by an Employee before such
Employee attains eighteen (18) years of age shall be disregarded (the Employment Commencement Date of such an Employee shall be deemed to be the
Employees eighteenth birthday).
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | The Plan Administrator may determine the extent to which prior
service with an entity acquired by A.G. Edwards, Inc. or an Affiliate is taken into account for purposes of vesting for Employees employed by such an
entity before such an acquisition, on a uniform and nondiscriminatory basis with respect to all such employees of each such entity. Such a
determination shall be in writing, and shall be part of this Plan.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4.6  Transitional
Rule. An individual who was an Employee on December 31, 1996, (whose service was determined on the basis of completing a requisite number
of hours of service, rather than on the basis of elapsed time) shall be credited with the service to which such Employee was entitled under the Plan on
the basis of the Plan provisions in effect on December 31, 1996 for the period through December 31, 1996; and for the period beginning January 1, 1997
such Employee shall be credited with service pursuant to this Article as if the Employment Commencement Date of such Employee was January 1,
1997.


5

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The length of a Break in Service of a Participant
who was not an Employee on January 1, 1997, for purposes of a Break in Service that began before such date, shall be determined on the basis of the
Break in Service provisions of the Plan in effect at the time of the last Termination of Employment of the Participant prior to January 1,
1997.




An individual who was an Employee on December 31,
1996, shall be deemed to have completed a whole Year of Service in his or her final year of employment if such Employee incurs a Termination of
Employment after May 31 of such Plan Year.


ARTICLE V  PARTICIPATIONThis Article is effective on and after
June 1, 2000



5.1  Eligibility Date: General
Rule. The Eligibility Date of an Employee shall be the first day of the first payroll period beginning on or after such Employee completes
at least one hour of Covered Service.




5.2  Rehired Former
Employee. The Eligibility Date of a rehired former Employee shall be the first day of the first payroll period during which such Employee
completes at least one hour of Covered Service.




5.3  Election Not to
Participate. An Employee eligible to participate in the Plan pursuant to Article V may elect not to make, or to discontinue making,
Deductible Employee Contributions in accordance with procedures established by the Plan Administrator. An Employee who makes such an election shall not
be entitled to have Deductible Employee Contributions made on his behalf, nor shall the Employee be entitled to receive any Employer Matching
Contributions, for the effective period of the election.




In addition, an Employee may elect not to receive
any Employer Non-matching Contributions for a Plan Year by notifying the Plan Administrator in accordance with procedures established by the Plan
Administrator.




5.4  Transfer to Uncovered
Service. With respect to transfers before June 1, 1998, a Participant who is transferred from Covered Service to uncovered service during
a Plan Year shall be eligible to contribute to the Plan for the remainder of that year. A Participant who is not in Covered Service on January 1, 1998
shall be ineligible to contribute to the Plan in accordance with Article VI through May 31, 1998.




With respect to transfers after May 31, 1998, a
Participant who is transferred from Covered Service to uncovered service during a Plan Year shall be ineligible to contribute to the Plan beginning on
the first day of the first payroll period after such a transfer.


ARTICLE VI  CONTRIBUTIONS



6.1  Deductible Employee
Contributions. Subject to the provisions of Article VI and Article VII, each Participant may elect to reduce his or her compensation
through uniform payroll deductions and have the Employer contribute to the Plan on his or her behalf an amount expressed in whole percentages up to
fifty percent (50%) of his Covered Compensation.




An election to initiate, change or discontinue
contributions must be made in accordance with the procedures established by the Plan Administrator. Such procedures shall prescribe the time or times,
and the manner, of making such elections, and shall apply to similarly situated participants in a uniform and nondiscriminatory
manner.




Effective on and after the date this paragraph is
activated by prior written notice to the Participants by the Plan Administrator, a Participant who does not make an affirmative election to the
contrary shall be deemed to have elected to make salary reduction contributions of three percent (3%) of his Covered Compensation.




The Employer shall remit all Deductible Employee
Contributions withheld from the Compensation of Participants through payroll deductions to the Trustee as soon as practical.




6.2  Limitation on Amount of
Deferrals. Subject to the age 50 catch-up contribution exception in the next paragraph, in no event may a Participant contribute more than
the amount specified in Section 402(g) of the Code, as adjusted annually for any applicable increases in the cost of living in accordance with Section
415(d) of the Code ($11,000 for 2002). The Plan Administrator in its discretion may from time to time decrease or curtail the percentage of a
Participants Deductible Employee Contributions in order to comply with the limits imposed by this paragraph


6

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and to assure that a Participants
Deductible Employee Contributions shall be withheld approximately ratably throughout the Plan Year.




Participants who are eligible to make Deductible
Employee Contributions under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions
in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for
purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code,
as applicable, by reason of the making of such catch-up contributions.




Should an amount in excess of the amounts specified
in the first paragraph of this section be contributed to the Plan on behalf of a Participant, not later than the first April 15th following the close
of the tax year of the Participant in which such excess amount was contributed, the Plan Administrator may distribute such excess amount (and any
income attributable thereto) to the Participant. Any Matching Contribution that was in fact already made on behalf of such a Participant who was a
Highly Compensated Employee for the Plan Year for which the Matching Contribution was made that is attributable to the distributed amount shall be
forfeited.




6.3  Required Employer Non-matching
Contributions. Each Employer shall contribute to the Trust for each Plan Year an amount equal to at least five percent (5%) of the
Compensation for Covered Service for a Plan Year, regardless of whether the Participant has an election in effect to make Deductible Employee
Contributions when such Compensation is earned or paid, of each Employee of the Employer who is a Participant and who did not incur a Termination of
Employment before the last business day of that Plan Year.




Compensation of each Participant taken into account
under this Section shall not exceed $170,000 for any Plan Year.




An Employer may pay the Required Employer
Non-matching Contributions for a Plan Year to the Trustee after the end of the Plan Year. Amounts contributed for a Plan Year pursuant to this section
shall be deemed paid as of the last day of the Plan Year. The Employer shall designate the Plan Year for which each such Required Employer Contribution
is made.




6.4  Discretionary Employer
Non-matching Contributions. An Employer may, but shall not be required to, contribute to the Trust for a Plan Year an amount, if any, as
the Sponsor in its sole discretion shall determine, on behalf of each Participant who was in the employ of an Employer on the last business day of the
Plan Year, in addition to the Required Employer Contributions, which the Sponsor shall designate as the Basic Discretionary Employer Non-matching
Contribution (which shall be allocated solely with respect to Basic Compensation in accordance with Section 7.5). Such Basic Discretionary
Employer Non-matching Contributions may be made for a Plan Year without regard to whether the Employer makes any FICA Discretionary Employer
Non-matching Contributions for that year.




Subject to Section 7.5, an Employer may, but shall
not be required to, contribute to the Trust for a Plan Year an amount, if any, in addition to the Required Employer Contributions, as the Sponsor in
its sole discretion shall determine, which the Sponsor shall designate as the FICA Discretionary Employer Non-matching Contribution (which
shall be allocated solely with respect to Excess Compensation in accordance with Section 7.5). Except as otherwise provided in Section 7.5, such FICA
Discretionary Employer Non-matching Contributions may be made for a Plan Year without regard to whether the Employer makes any Basic Discretionary
Employer Non-matching Contributions for that year.




Compensation of each Participant taken into account
under this Section shall not exceed $170,000 for any Plan Year.




An Employer may pay the Discretionary Employer
Non-matching Contributions for a Plan Year to the Trustee after the end of the Plan Year. Amounts contributed for a Plan Year pursuant to this section
shall be deemed paid as of the last day of the Plan Year. The Employer shall designate the Plan Year for which each such Discretionary Employer
Contribution is made.




6.5  Form of
Contributions. Contributions generally shall be in the form of cash. The Sponsor, in its sole discretion, may direct that up to
twenty-five percent (25%) of the Employer Non-matching Contributions for a Plan Year be in the form of common stock of A.G. Edwards,
Inc.


7

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6.6  Limits on
Contributions. The Deductible Employee Contributions must satisfy the actual deferral percentage test of Section 401(k)(3) of the Code,
and the Employer Matching Contributions, if any, shall satisfy the actual contribution percentage test of Section 401(m) of the Code. For this purpose,
catch-up contributions described in Section 6.2 are not treated as Deductible Employee Contributions. Sections 401(k)(3) and 401(m) of the Code and the
regulations (including regulations issued in the future) thereunder are hereby incorporated by reference. Such tests shall be applied using the prior
year testing method.




For purposes of explanation, the actual deferral
percentage test (ADP) generally provides that the average percentage which the Deductible Employee Contribution constitutes of the testing
compensation of highly-compensated Employees may not exceed such an average for the non-Highly Compensated Employees by a multiple of more than 1.25,
or alternately, by a multiple of more than 2.0 with a maximum spread of two (2) percentage points. The actual contribution percentage test
(ACP) of Section 401(m) of the Code provides a similar limitation on the Employer Matching Contributions allocable to the accounts of
highly-compensated Employees.




The multiple use test described in Treas. Reg.
§1.401(m)-2 shall not apply to Plan Years beginning after December 31, 2001.




Deductible Employee Contributions of Highly
Compensated Employees in excess of the amount permitted by the actual deferral percentage test of Section 401(k)(3) of the Code are hereby referred to
as Excess Contributions; and Employer Matching Contributions allocable to Highly Compensated Employees in excess of the actual contribution
percentage test of Section 401(m) of the Code are hereby referred to as Excess Matching Contributions.




6.7  Correction of Excess
Contributions. Deductible Employee Contributions otherwise classified as Excess Contributions shall be treated as catch-up contributions
for Participants eligible to make catch-up contributions in accordance with Section 6.2, subject to the limits of such section.




The Plan Administrator may, in its sole discretion,
reduce the amount of Deductible Employee Contributions that any Highly Compensated Employee may contribute for the Plan Year to avoid Excess
Contributions.




Alternately, the Employer may, in its sole
discretion, make an additional Matching Contribution on behalf of Participants who are non-Highly Compensated Employees up to such an amount that, when
allocated to such Participants accounts, the resulting allocations will satisfy the actual deferral percentage test. Such additional Matching
Contribution shall be allocated to the Participants Employee Account as of the last day of the Plan Year for which the contribution was
made.




Alternately, the Plan Administrator may, in its sole
discretion, specify that a portion of the Employer Matching Contribution allocated to the accounts of non-Highly Compensated Employees be designated as
a qualified non-elective contribution to the extent required to satisfy the actual deferral percentage test of Section 401(k) of the Code pursuant to
Treas. Reg. §1.401(k)-1(b)(3); provided that, such a designation satisfies the nondiscrimination requirements of Treas. Reg. §§1.401(k)
and 1.401(m).




In the event the actual deferral percentage test of
Section 401(k) of the Code is not satisfied after application of such correction devices for a Plan Year, the Plan Administrator may, in its sole
discretion, direct a refund of the Excess Contributions and income attributable thereto at such times and in such manner as is permitted by the Code
and Treasury Regulations. The aggregate dollar amount of such Excess Contributions shall be determined by reducing the percentage of Deductible
Employee Contributions of Highly Compensated Employees beginning with the individuals with the highest compensation percentage, all only to the extent
necessary to cause the actual deferral ratio to equal the highest permitted actual deferral ratio, in accordance with Treas. Reg. §1.401(k)(f)(2).
The aggregate amount so determined shall be distributed to Highly Compensated Employees on the basis of the amount of Deductible Employee Contributions
of each such Employee, reducing the highest dollar amount of the respective Highly Compensated Employee as necessary to refund such aggregate amount.
After such refunds are made the Plan is treated as meeting the actual deferral percentage test regardless of whether the Plan would satisfy such ADP
test if recalculated. Any Matching Contribution that was in fact already made on behalf of such a Participant that is attributable to such a refunded
Excess Contribution shall be forfeited. Income attributable to any refund shall be determined in accordance with a method that satisfies Treas. Reg.
§1.401(k)-1(f)(4)(ii).




The Plan Administrator, in its sole discretion, may
apply the correction devices described in this section in any combination and in any order, except that the Plan must retain Deductible Employee
Contributions treated as


8

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catch-up contributions because they exceed the
average deferral percentage test of Section 410(k)(3) of the Code before Excess Contributions may be refunded.




6.8  Correction of Excess Matching
Contributions. The Plan Administrator may, in its sole discretion, specify that all or a portion of the Deductible Employee Contributions
of non-Highly-Compensated Employees may be treated as an Employer Matching Contribution in accordance with Treas. Reg. §1.401(m)-1(b)(5) to the
extent required to satisfy the actual contribution percentage test of Section 401(m) of the Code. Such recharacterized amounts shall remain credited to
the Employee Account.




Alternately, the Employer may, in its sole
discretion, make an additional Employer Matching Contribution on behalf of Participants who are non-Highly Compensated Employees, which shall be
allocated in proportion to their Deductible Employee Contributions, up to an amount necessary to satisfy the actual contribution percentage test of
Section 401(m) of the Code.




In the event the actual contribution percentage test
of Section 401(m) of the Code is not satisfied after application of such corrective devices for a Plan Year, the Plan Administrator may, in its sole
discretion, distribute the Excess Matching Contributions and any income attributable thereto. The aggregate dollar amount of such Excess Matching
Contributions shall be determined by reducing the percentage of Employer Matching Contributions, and recharacterized Deductible Employee Contributions,
if any, of Highly Compensated Employees beginning with the individuals with the highest compensation percentage, all only to the extent necessary to
cause the actual contribution ratio to equal the highest permitted actual contribution ratio, in accordance with Treas. Reg. §1.401(m)-1(e)(2).
The aggregate amount so determined shall be distributed to Highly Compensated Employees on the basis of the amount of contribution by each such
Employee, reducing the highest dollar amount of the respective Highly Compensated Employee as necessary to refund such aggregate amount. After such
refunds are made the Plan is treated as meeting the actual contribution percentage test regardless of whether the Plan would satisfy such ACP test if
recalculated. Income attributable to any distribution shall be determined in accordance with a method that satisfies Treas. Reg.
§1.401(m)-1(e)(3). Such distributions shall be made within twelve (12) months after the close of the Plan Year for which such Excess Matching
Contributions were made and shall be made on the basis of the respective portions of such amounts attributable to each Highly Compensated
Participant.




The Plan Administrator, in its sole discretion, may
apply the corrective devices described in this section in any combination and in any order.




6.9  Exclusive Benefit of
Participants. All contributions under this Plan shall be paid to the Trustee and deposited in the Trust Fund. All assets of the Trust
Fund, including investment income, shall be held for the exclusive benefit of Participants and Beneficiaries and shall be used to pay benefits to such
persons or to pay administrative expenses of the Plan and Trust Fund and shall not be diverted to or used for any other purpose or revert to or inure
to the benefit of any Employer except as provided in Section 6.10.




6.10  Return of Employer
Contributions. In the event an Employer Contribution is made by reason of a mistake of fact, the excess of the amount contributed over the
amount that would have been contributed had there not occurred a mistake of fact (without earnings attributable to such excess, but after reduction of
losses attributable thereto) may be returned to the contributing Employer within one year of such a mistaken payment. For purposes of this section, a
contribution which cannot be allocated to the account of a Participant pursuant to Section 7.6 shall be considered to be made because of a mistake of
fact. Also, the excess of an amount contributed for a Plan Year over the amount that would have been contributed for such year had there not occurred a
mistake in determining the amount deductible for such year under Section 404 of the Code (without earnings attributable to such excess, but after
reduction of losses attributable thereto) may be returned to the contributing Employer within one year after disallowance of the deduction.
Notwithstanding anything to the contrary in this section, if the return of the amount attributable to a mistaken contribution would cause the balance
of an Account of any Participant to be reduced to less than the balance which would have been in the account had the mistaken amount not been
contributed, the amount to be returned to the Employer shall be limited to the extent necessary to avoid such a reduction.




6.11  Allocation of Contributions
Among Employers. Each of the respective Employers maintaining the Plan shall pay that portion of the total aggregate Employer Contribution
(Required and Discretionary) for each Plan Year


9

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that is allocated to the accounts of the
Participants for such year on the basis of the Compensation paid by such Employer. For purposes of this section, each Employer of an Employee
concurrently employed by two or more Employers shall be deemed to have paid that portion of the Basic Compensation for a Plan Year and that portion of
the Excess Compensation for a Plan Year which the total Compensation paid to such Employee for such year by such Employer bears to the total aggregate
Compensation paid to such Employee for that year by all Employers.




The amount payable by each Employer shall be paid
directly to the Trustee by such Employer or to the Sponsor as reimbursement to the Sponsor for contributions paid to the Trustee by the Sponsor on
behalf of such Employer acting as agent for such Employer.




6.12  Rollover
Contributions. The Trustee, in the sole discretion of the Plan Administrator in each case, may accept from an Employee rollover
contributions or direct rollovers of distributions made after December 31, 2001, from the types of plans as follows: a qualified plan described in
Section 401(a) or 403(a) of the Code; an annuity contract described in Section 403(b) of the Code; or an eligible plan under Section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. The
Trustee, in the sole discretion of the Plan Administrator in each case, also may accept a rollover contribution of the portion of a distribution from
an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be
includible in gross income.




A separate Rollover Account shall be established for
each such contribution, which shall be treated in accordance with the provisions of this Plan governing Employee Accounts; except that a Participant
may, upon notice received by the Plan Administrator (in a form suitable to the Plan Administrator), withdraw all or any portion of the assets held in
such a Rollover Account without incurring any penalty under the Plan. If a rollover contribution is made by an Employee who is not a Participant in
this Plan, such Employee shall be treated as a Participant solely for purposes of such account. In the event an amount contributed to this Plan
pursuant to this section shall be determined not to qualify as a rollover contribution as defined above, the balance credited to such Rollover Account
shall be distributed to the Employee who made the contribution thereto.




6.13  Make-Up
Allocations. In the event that a Participant who shall have been entitled under the terms of this Plan to an allocation of Deductible
Employee Contributions or of Employer Contributions to his account for a prior Plan Year was denied or failed to receive such an allocation, and it is
subsequently demonstrated or discovered that such Participant shall have been entitled to such an allocation, at the direction of the Plan
Administrator, in addition to the regular contribution for the Plan Year, the Employer shall contribute an amount equal to the amount of the allocation
to which Participant was otherwise entitled but failed to receive for the prior year and such amount shall be allocated to the appropriate account of
such Participant.


ARTICLE VII  INDIVIDUAL ACCOUNTS



7.1  Employee
Accounts. The Plan Administrator shall establish on the books of the Plan a separate account (Employee Account) for each
Participant who prior to January 1, 1987, made an after-tax Employee Contribution and for each Participant who on or after January 1, 1987, made
Deductible Employee Contributions, to which such contributions and any income, loss, appreciation and depreciation attributable thereto shall be
credited.




7.2  Firm Accounts. The
Plan Administrator shall also establish on the books of the Plan a separate account (Firm Account) for each Participant to which his share
of an Employers Contributions and any income, loss, appreciation and depreciation attributable thereto shall be credited.




7.3  Rollover
Accounts. The Plan Administrator shall also establish on the books of the Plan a separate account (Rollover Account) for each
Participant who shall have made a rollover contribution to the Plan in accordance with Section 6.12, to which such contribution and all income, loss,
appreciation and depreciation shall be credited.




7.4  Allocation of Required Employer
Non-matching Contribution. Subject to the limitations of Section 7.6, as of the last day of each Plan Year, the Plan Administrator shall
allocate to the Firm Account of each Participant who was an Employee on the last business day of such Plan Year that portion of the Required Employer
Non-Matching Contributions for that Plan Year which the Compensation for Covered Service of such Participant for that Plan Year bears to the total such
Compensation for Covered Service of all such Participants for that Plan Year.




Compensation of each Participant taken into account
under this Section shall not exceed $170,000 for any Plan Year.


10

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For purposes of this section, Participant means any
Employee who has reached his Eligibility Date, regardless of whether the Participant has an election in effect to make Deductible Employee
contributions, but excluding Employees who have elected not to participate in Non-matching Contributions pursuant to Section 5.6.




7.5  Allocation of Discretionary
Employer Non-matching Contribution. Subject to the limitations of Section 7.6, as of the last day of each Plan Year, the Plan
Administrator shall allocate to the Firm Account of each Participant who was an Employee on the last business day of such Plan Year that portion of the
Basic Discretionary Employer Non-Matching Contribution for that Plan Year which the Basic Compensation of such Participant for that Plan Year bears to
the total Basic Compensation of all such Participants for that Plan Year.




Furthermore, subject to the limitations of Section
7.6, as of the last day of each Plan Year, the Plan Administrator shall allocate to the Firm Account of each Participant who was an Employee on the
last business day of such Plan Year that portion of the FICA Discretionary Employer Non-Matching Contribution for that Plan Year which the Excess
Compensation of such Participant for that Plan Year bears to the total Excess Compensation of all such Participants for that Plan
Year.




Compensation of each Participant taken into account
under this Section shall not exceed $170,000 for any Plan Year.




For purposes of this section, Participant means any
Employee who has reached his Eligibility Date, regardless of whether the Participant has an election in effect to make Deductible Employee
contributions, but excluding Employees who have elected not to participate in Non-matching Contributions pursuant to Section 5.6.




In no event shall the percentage of Excess
Compensation allocated to the Retirement and Firm Accounts of a Participant for a Plan Year as a result of non-matching Employer Contributions exceed
the lesser of: (1) twice the percentage of Basic Compensation allocated to the Retirement and Firm Accounts of a Participant for a Plan Year as a
result of non-matching Employer Contributions and (2) the percentage of Basic Compensation allocated to the Retirement and Firm Accounts of a
Participant for a Plan Year as a result of non-matching Employer Contributions plus the greater of (a) five and seven-tenths percent (5.7%) and (b) the
percentage of the OASDI Rate in effect on the first day of the applicable Plan Year which is attributable to old-age insurance.




7.6  Limitation on Maximum
Contributions. Subject to the age 50 catch-up contribution exception in Section 6.2, in no event shall the amount contributed by or on
behalf of a Participant (other than Rollover Contributions) for a Plan Year under this Plan and all other defined contribution plans maintained by the
Employer and any other business entity that is a member, along with the Employer, of a controlled group of corporations within the meaning of Section
414 of the Code, as modified by Section 415(h) of the Code, exceed the lesser of the following:


|(A) |  | The amount specified in Section 415(c)(l)(A) of the Code as
adjusted for any applicable increases in the cost of living in accordance with Section 415(d) of the Code as in effect on the last day of the Plan Year
($40,000 for 2002); or
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | One hundred percent (100%) of the compensation of such
Participant for such Plan Year.
|--- |  | --------------------------------------------------------------------------------------



For purposes of this section, effective on and after
January 1, 2001, compensation shall mean wages within the meaning of Section 3401(a) of the Code (for purposes of income tax withholding at the source)
but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor and the exceptions for services performed outside the United States and services by a
nonresident alien individual), plus the amount of salary reduction as a result of an election pursuant to a plan or plans governed by Section 125,
Section 132(f)(4), Section 410(k) or Section 403(b) of the Code (inclusively).




For purposes of this section, Section 415 of the
Code, which limits the benefits and contributions under qualified plans, is hereby incorporated by reference.




Employer Contributions and forfeitures under this
Plan that cannot be credited to the account of a particular Participant for a Plan Year because of the limitations imposed by this section shall be
disposed of as follows: first, unmatched Deductible Employee Contributions, if any, shall be returned to the respective Participants who made the
contributions to the extent the distribution would reduce the excess in the Participants account; and secondly,


11

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any remaining excess Employer Contribution and
forfeitures allocable to the Employee Accounts of the Participant shall be held in a separate account established and maintained by the Plan
Administrator (the Suspense Account). Amounts credited to the Suspense Account shall be used to reduce Employer Contributions for the next
Plan Year (and succeeding Plan Years, if necessary) on behalf of such Participant if such Participant is covered by the Plan as of the last day of the
Plan Year. If such Participant is not covered by the Plan as of the end of the Plan Year, then such excess amounts must be held unallocated in the
Suspense Account for the Plan Year and allocated and reallocated in the next Plan Year to the accounts of the remaining Participants as an Employer
Contribution for such year. Amounts in Suspense Accounts must be used to reduce employer contributions for all remaining Participants and may not be
distributed. Deductible Employee Contributions refunded in accordance with this paragraph shall include any income attributable
thereto.


ARTICLE VIII  INVESTMENT OF FUNDS



8.1  Directed
Accounts. The Trustee shall hold contributions made pursuant to the terms of this Plan in segregated accounts for the respective
Participants. The Plan Administrator shall instruct the Trustee on the portion of each contribution to be allocated to each investment account of each
respective Participant. Each Participant shall be entitled to direct the manner in which assets credited to his accounts shall be invested and
reinvested at the times and in the manner provided by this Article.




8.2  Permissible
Investments. A Participant may direct investment of amounts credited to his segregated accounts and reinvestment of assets held in his
segregated accounts in any one or a combination of the securities (the Funds) designated from time to time by the Compensation Committee of
A.G. Edwards & Sons, Inc. as available investments for the Plan and communicated in writing to Plan Participants.




The Compensation Committee of A.G. Edwards &
Sons, Inc. in its sole discretion may from time to time add Funds or other investments to the list of investments available to Participants and delete
any Fund or other investment from the list of such available investments.




8.3  Manner of
Direction. Individual investment directions shall specify the particular securities in which the amount credited to each of the accounts
of a Participant shall be invested. A Participant may direct investment of amounts held in a particular account in a manner different from assets held
in some other account maintained for such Participant. For example, a Participant can direct investment of assets allocated to his Employee Account in
a manner different from investment of assets allocated to his Firm Account, if any.




Such investment directions by a Participant shall
cover the full amount allocated to each of his accounts. Assets initially will be invested in accordance with the investment directions made by the
Participant upon enrollment in the Plan. Changes in the investment of any account balance of a Participant will be made only on the affirmative
direction of the Participant. In the event a Participant fails to direct the manner in which assets allocated to his accounts shall be invested, the
Trustee shall invest the assets for which no Participant investment direction is effective in the money-market fund.




Amounts credited to the Firm Account of the
Participant may be invested in the Employer Stock Fund; provided that no more than twenty-five percent (25%) of the total amount allocated to all of
the accounts of the Participant as of the investment date may be invested in the Employer Stock. Amounts credited to the other Accounts of the
Participant may not be invested in the Employer Stock Fund.




Subject to the above, the Plan Administrator in its
sole discretion may establish conditions, rules and procedures for directing investments by Participants. Such conditions, rules and procedures shall
be disseminated in a manner reasonably determined to be available to all affected Plan Participants a reasonable time before the effective date of such
condition, rule or procedure.




8.4  Investment of
Contributions. Each Participant, at the time he elects to become a Participant, shall direct investment of contributions made to his
respective accounts in one or more of the Funds. From time to time, at such times and upon such effective dates as the Plan Administrator may
determine, a Participant may change his direction governing investment of contributions to be made to his respective accounts upon notice in the manner
determined by the Plan Administrator.




Once given, an investment direction shall be deemed
to be a continuing direction until explicitly changed by the Participant by a subsequent direction delivered in the manner determined by the Plan
Administrator. The


12

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direction in effect at the time of receipt by
the Trustee of contributions on behalf of a Participant shall govern the manner of investment of such contributions.




8.5  Change of
Investments. In addition to directing the manner of the initial investment of contributions made to his respective accounts, a Participant
may direct reinvestment of existing assets held in his respective accounts in accordance with the procedures established by the Plan
Administrator.




The Plan Administrator in its sole discretion may
establish black-out periods, when specified changes are not permitted, to facilitate changes in the available Funds or recordkeeping
system.




8.6  Charges to
Accounts. Brokerage commissions, transfer taxes and other charges and expenses in connection with the purchase or sale for each segregated
account of the investments described in Section 8.2 shall be added to the cost of such securities or be deducted from the proceeds thereof, as the case
may be; and expenses directly allocable to the execution of such transactions and administration with respect to such a segregated account, including
charges of mutual fund managers and underwriters, shall be charged to such segregated account.




8.7  Investment of Transferred
Assets. Unless specific directions governing such investment are given to the Trustee prior to the time the Trustee receives such
transferred assets, assets transferred to the account of a Participant from another plan shall be invested in one or more of the Funds described in
Section 8.2 in accordance with the directions governing investment of contributions to the respective accounts of such Participant to which such assets
are credited which are in effect at the time the Trustee receives such transferred assets. Employees who do not contribute to this Plan but who are
entitled to a transfer from another plan shall have the right to direct investment of such transferred assets at a reasonable time after the transfer.
Assets for which no Participant investment direction is effective shall be invested in the money-market fund.




8.8  Investment of Death
Benefits. Assets held in the accounts of a deceased Participant that are scheduled for distribution as soon as administratively feasible
after the death of the Participant in a lump sum payment shall continue to be invested in the same manner in which such assets were invested at the
time of the death of the Participant until such assets are distributed to the Beneficiary or Beneficiaries of the Participant in accordance with the
Plan. The Beneficiary of all or a designated portion of an account of a deceased Participant that is scheduled for distribution in the form of
installments pursuant to subsection 16.2(B) shall be treated as a Participant for purposes of this Article and thus may direct investment of such
assets in the same manner as if such Beneficiary were a Participant.




8.9  Investments in Treasury
Zeros. Effective March 1, 2001, in addition to the Funds described in Section 8.2, a Participant who has completed five (5) Years of
Service for vesting or who has attained his Normal Retirement Age may direct reinvestment of funds credited to his Firm Account, and any Participant
may direct reinvestment of funds credited to his Employee Account and his Rollover Account regardless of whether the Participant has completed five
Years of Service for vesting, in United States Treasury Zero Coupon Bonds or Notes (Treasury Zeros) at the time, in the manner and subject to the
conditions provided by this section.


|(A) |  | Treasury Zeros.  Treasury Zeros are
selected Treasury Securities maintained by the Federal Reserve Banks, which represent direct ownership of future principal and interest payments on
United States Treasury Bonds or Notes. The Treasury Zeros available for purchase shall be those obtainable from time to time through A.G. Edwards &
Sons, Inc.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Manner of Direction.  An eligible Participant
shall deliver a direction to purchase or sell Treasury Zeros to A.G. Edwards & Sons, Inc. at the time, in the manner and on the form acceptable to
the Plan Administrator. An eligible Participant who wishes to purchase Treasury Zeros shall specify the particular Zero or Zeros, including the
maturity date or dates to be purchased, the quantity, the cusip number(s) of each such Treasury Zero to be purchased and the Fund or Funds to be sold
to fund the purchase. The Plan Administrator may require that the proceeds from the Fund or Funds which are liquidated to fund the purchase be
transferred to the money market fund prior to the Purchase Date; provided that such transfer need not be at the end of a month, nor shall it be
considered a change of investment for purposes of Section 8.5. The minimum amount of any such investment shall be $1,000 principal.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

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| |  | An eligible
Participant who wishes to sell Treasury Zeros shall specify the particular Zero or Zeros, including maturity date or dates to be sold, the quantity and
the cusip number(s) of each such Treasury Zero to be sold. The proceeds from the sale shall be reinvested in a Fund or Funds as directed by the
Participant; or, in the absences of such a direction, in the money market fund. The Plan Administrator in its sole discretion may establish
conditions, rules and procedures for purchasing and selling Treasury Zeros by Participants. Such conditions, rules and procedures shall be disseminated
in a manner reasonably determined to be available to all affected Participants in a reasonable time before the effective date of such condition, rule
or procedure.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | Execution.  The Treasury Zero trustee shall
execute purchase and sale directions made in accordance with this Section on, or as soon as practical after, the trade date, and a separate Account
shall be maintained for the Participant. The Treasury Zero trustee shall purchase or sell a Treasury Zero at the price established on the actual day of
purchase for that Treasury Zero by A.G. Edwards & Sons, Inc., or by a primary government bond dealer who reports to the Federal Reserve Board
designated by the Treasury Zero trustee, whichever is less. The Treasury Zero shall be priced for one day settlement.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(D) |  | Administrative Cost.  Administrative costs,
transfer taxes and other expenses in connection with the purchase, sale, redemption or distribution of such Treasury Zeros may be added to the cost of
such Treasury Zeros or be deducted from the proceeds thereof, as the case may be, and expenses directly allocable to the execution of such transactions
may be charged to such separate Account.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(E) |  | Proceeds at Maturity or Sale.  In the event
that a Treasury Zero matures or is sold while it is held by the Treasury Zero Trustee for a Participant, notwithstanding anything to the contrary in
this Article, the Participant shall be able to direct the reinvestment of the proceeds in any of the Funds available pursuant to Section 8.2 or the
Participant shall be able to direct the reinvestment of the proceeds in Treasury Zeros. In the event that the Participant does not direct
reinvestment of such proceeds at maturity or the sale of the Treasury Zeros, the proceeds automatically shall be reinvested in the money market fund
for the account of the Participant.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(F) |  | Form of Distribution.  Should the Participant
be entitled to a distribution of assets invested in a Treasury Zero, the Treasury Zero may be distributed in kind (which may be effected by a transfer
to the Participants account), or in cash, at the election of the Participant.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8.10  Loans from Rollover
Accounts. If a Participant rolled over a distribution from a qualified plan of a previous employer pursuant to Section 6.12, and there was
a loan outstanding from such previous plan to the Participant at the time of the distribution from such previous plan, the Participant may apply for a
loan from the Trust Fund in an amount no greater than the outstanding balance of such previous loan at the time of the distribution from the previous
plan. No loan shall be made without the approval of the Plan Administrator, whose actions shall be final.




Each loan shall be evidenced by a promissory note
executed by the Participant and delivered to the Plan Administrator and shall bear interest at a reasonable rate as determined by the Plan
Administrator. Each loan shall be secured by the assets credited to the Participants Accounts and by such other security as the Plan
Administrator may require.




The Participant shall designate which assets in
which accounts shall be used to furnish funds for the loan.




The amount of each loan shall be allocated to a loan
account established for the Participant, which shall reflect the outstanding loan balance. Repayment normally shall be accomplished through regular
payroll deductions. The Participant shall execute all necessary documents to effectuate such withholding. In the event that a Participant with an
outstanding loan is placed on layoff or is on authorized leave of absence for any reason, or is absent from work due to any disability, the Participant
shall be required to make monthly installment payments equal to the normal monthly installment payments that would have been made through payroll
withholding; provided that, a Participant on authorized leave of absence without pay for up to one year may make installment payments of
interest


14

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only
with all deferred principal payments to be due and payable  in a lump sum as of the
earlier of the Participants termination of employment or thirty (30) days following
a return to active employment, or the  expiration of the term of the note. Subject to the
preceding sentence, each loan shall require substantially level amortization (with
payments not less  frequently than quarterly). Repayments shall be allocated to the
Participants Rollover Account.



In the event the account balance of the Participant
attributable to a loan becomes distributable, the note shall be distributed to the Participant, or his Beneficiary if applicable, as payment in full of
his benefit attributable to the note.


ARTICLE IX  VALUATION OF ACCOUNTS



9.1  Valuation of
Fund. The Plan Administrator shall determine the fair market value of the Trust Fund and of the respective Participant accounts as of the
last day of each Plan Year and at such other times that the Plan Administrator in its discretion shall determine.




9.2  Value of Participants
Benefits. The benefit of a Participant under this Plan as of any particular date shall be equal to the sum of (1) the fair market value of
the assets held by the Trustees for a Participant in his respective, Employee, Firm and Rollover Accounts, if any, as of such date, plus (2) the amount
of any Contribution (Employer and Employee), if any, payable to the Trustee for each such respective Account of such Participant in accordance with
Article VI as of such date.


ARTICLE X  VESTING



10.1  General Rule. The
vested percentage of the amount credited to the Firm Account of a Participant from time to time, shall be determined by the number of Years of Service
then credited to such Participant under Section 4.5 in accordance with the following schedule:







|Before Five
Years of Service |  |  |  |  | 0   | %
|---------------------------- |  |  |  |  | --- | -
|After Five Years
of Service  |  |  |  |  | 100 | %



Notwithstanding the above, the vested percentage of
the amount credited to the Firm Account of a grandfathered Participant from time to time, shall be determined by the number of Years of Service then
credited to such Participant under Section 4.5 in accordance with the following schedule:







|After One Year
of Service    |  |  |  |  | 10  | %
|---------------------------- |  |  |  |  | --- | -
|After Two Years
of Service   |  |  |  |  | 20  | %
|After Three
Years of Service |  |  |  |  | 30  | %
|After Four Years
of Service  |  |  |  |  | 40  | %
|After Five Years
of Service  |  |  |  |  | 100 | %



For purposes of this section, a grandfathered
Participant means a Participant described in any of the following three categories:


|(A) |  | Participants who were actively employed on December 31,
1997;
|--- |  | -------------------------------------------------------------

|(B) |  | Participants who had an amount allocated to their account on
December 31, 1997; and
|--- |  | -----------------------------------------------------------------------------------

|(C) |  | Former Participants who completed at least three Years of
Service before 1998, received distribution of their vested account balance before 1998 (with a corresponding forfeiture of the unvested portion), and
are rehired before incurring a Break in Service of five consecutive years.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In no event shall the vested percentage of a
Participant on the date on which an amendment to this Plan is adopted or becomes effective, whichever is later, be less than the vested percentage
immediately before such date.




Solely in the case of a grandfathered Participant
whose vested percentage is determined by the pre-1998 graded vesting schedule, notwithstanding anything to the contrary in the Plan, no portion of the
Firm Account of a Participant with less than five (5) Years of Service shall be vested if such Participant incurs a Termination for Aggravated
Cause.




Furthermore, no portion of the Firm Account of a
Participant shall be vested in the event such Participant shall incur a Termination of Employment because of a Voluntary Termination before completion
of at least five (5) Years


15

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of Service and such Participant shall be
determined by the Employer to have engaged in competition with the Employer before such amount becomes payable.




A Voluntary Termination shall mean a Termination of
Employment resulting solely from the initiative of the Participant without undue influence, coercion or duress on the Participant caused by the
Employer. A resignation by a Participant which, in the discretion of the Plan Administrator, is an alternative to immediate Termination for Aggravated
Cause by the Employer is not, however, a Voluntary Termination.




A Participant shall be deemed to engage in
competition with the Employer for purposes of this Section if the Plan Administrator determines that the Participant owns, manages, controls or
participates in or becomes 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 Employer; provided that, acquiring or holding shares of any business entity which 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 the
Participant and members of the Participants family do not own more than one percent (1%) of the voting securities of such an
entity.




Notwithstanding the above, a Participant who engages
in competition as described in the immediately preceding paragraph shall not incur a forfeiture on account of such competition if the Participant is
rehired by the Employer before the second January l following such a Separation from Service.




Termination for Aggravated Cause means a Termination
of Employment (whether a discharge or quit) because of any of the following acts or events which the Plan Administrator in his discretion determines
have occurred: any action or failure to act by the Employee that results in or is likely to result in a detriment to the Employer or any of its
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 Employers customers or employees, or
conviction of a felony or a misdemeanor.




10.2  Fully Vested
Accounts. The amount credited to the Firm Account of a Participant who has completed five (5) Years of Service or has attained Normal
Retirement Age, whichever shall first occur, and the amount credited to the Employee Account and Rollover Account of any Participant shall be fully
vested and nonforfeitable at all times and in all events.




10.3  Change in
Control. Notwithstanding anything to the contrary in the Plan, the balance credited to the Firm Account of each Participant shall become
fully vested and nonforfeitable immediately upon a Change in Control.




For purposes of this section, 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 A.G. Edwards, Inc. in which A.G. Edwards, Inc. does not survive as an independent entity; (b) a sale of all or substantially all of
the assets of A.G. Edwards, Inc.; (c) the first purchase of shares of common stock of A.G. Edwards, Inc. pursuant to a tender or exchange offer for
more than twenty percent (20%) of A.G. Edwards, Inc.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 A.G. Edwards, Inc. representing
forty percent (40%) or more of the combined voting power of A.G. Edwards, Inc.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 A.G. Edwards, Inc. 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 seventy percent (70%) of the directors then still in office who were directors at the beginning of the period.


ARTICLE XI  FORFEITURES



11.1  Reduction of Employer
Contribution. The Employer Contribution for a Plan Year required under Section 6.3 shall be reduced by an amount equal to the lesser of
(l) the forfeitures for that Plan Year or (2) the obligation of the Employer to contribute to the Plan for that Plan Year in accordance with Section
6.3.


16

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Notwithstanding the preceding sentence, the Plan
Administrator in its sole discretion may segregate up to ten percent (10%) of the forfeitures for a Plan Year in an unallocated suspense account to
meet obligations of the Plan, including but not limited to, those set forth in Sections 6.8 and 11.3.




11.2  Allocation of
Forfeitures. Forfeitures for a Plan Year shall be applied in accordance with Section 11.1 as if such amounts were part of the Employer
Contribution for that Plan Year.




11.3  Forfeiture
Restoration. In the event the account of a Participant was reduced in accordance with Section 14.3, and the Participant is re-employed
before such Participant incurs a Break in Service of five consecutive years, the amount previously so forfeited shall be restored to the Firm Account
of the Participant as of the last day of the Plan Year in which such Participant first completes a Year of Service after re-employment. Such a restored
forfeiture may be funded by an additional Employer Contribution or out of forfeitures for that Plan Year.




Notwithstanding anything to the contrary in Article
X, if a grandfathered Participant (as defined in Section 10.1) receives a restoration of a previously forfeited amount in accordance with the preceding
paragraph, and subsequently incurs a Termination of Employment before the Participant is fully vested, the vested portion of the amount credited to the
Firm Account of the Participant shall be


| |  | P (AB + D)  D, where: P is the vested percentage at
the relevant time; AB is the account balance at the relevant time; and D is the amount of the previous distribution.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE XII  WITHDRAWALS DURING EMPLOYMENT



12.1  Right of Withdrawal 
Employee Account. A Participant may, upon notice received by the Plan Administrator or its delegate, withdraw without penalty all or a
portion of the lesser of the two (2) amounts, as follows:


|(A) |  | The assets then held in the Employee Account of such
Participant, or
|--- |  | --------------------------------------------------------------------

|(B) |  | The aggregate amount of the after-tax Employee Contributions
made by the Participant prior to January 1, 1987, reduced by any prior distributions charged against such contributions.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Assets so withdrawn shall be distributed to the
withdrawing Participant as soon as practical after the effective date of the withdrawal.




12.2  Senior Employee Withdrawal
Option. Subject to the restriction in the next paragraph, a Participant may elect to withdraw all or any portion of his Plan benefit while
the Participant is still employed by the Employer (the Withdrawal Date) if on such date the Participant satisfied both of the following two
conditions:


|(A) |  | The Participant was at least fifty-nine and one-half (59-1/2)
years of age; and
|--- |  | -------------------------------------------------------------------------------

|(B) |  | The Participant was fully vested in accordance with Section
10.1.
|--- |  | -----------------------------------------------------------------



Such an election must be received by the Plan
Administrator (in a form suitable to the Plan Administrator) prior to such Withdrawal Date.




The amount so withdrawn shall be distributed to the
withdrawing Participant as soon as practical after the Withdrawal Date.




A Participant shall not be subject to penalty for a
withdrawal made pursuant to this section.




12.3  Withdrawal of A.G. Edwards,
Inc. Vested Dividends. Effective January 1, 2002, notwithstanding the preceding paragraph, a Participant shall have the right to elect to
receive dividends with respect to shares credited to such Participants fully vested Employer Stock Fund account paid in cash directly to the
Participant. An election to receive dividends in cash shall be made in accordance with procedures established by the Plan Administrator, and the Plan
Administrator shall designate the times and effective dates for such elections. Any dividend payments to Participants will be paid, in the sole
discretion of the Plan Administrator, by the Sponsors disbursing agent: (1) to the Trustee, and then distributed by the Trustee or by a
disbursing agent for the Trustee, to Participants; or (2)


17

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to the Companys Payroll Department as
agent for the Participant. Such dividend payments shall be made not later than ninety (90) days following the close of the Plan Year in which such
dividends are paid by the Company. This option to receive dividends directly in cash shall apply only to dividends on shares credited to an account
that is fully vested.


ARTICLE XIII  WITHDRAWALS AFTER EMPLOYMENT



13.1  Withdrawals After
Employment. In the event a Participant shall incur a Termination of Employment under circumstances such that the Participant is not
entitled to receive payment of his benefits under the Plan immediately upon such Termination of Employment, such Participant may, upon notice in a
manner suitable to the Plan Administrator, request withdrawal of an amount equal to (1) the fair market value of assets held in the Employee Account
and Rollover Account of such Participant, plus (2) the amount, if any, of Employee contributions payable to the Trustee for each such account in
accordance with Article VI. An amount so withdrawn shall be paid to the withdrawing Participant as soon as practical after the Plan Administrator
receives the notice in a form suitable to the Plan Administrator.


ARTICLE XIV  PAYMENT OF BENEFITS



14.1 Disability and Fully Vested Over Age
59-1/2.  If a Participant incurs a Termination of Employment because of Total Disability, or if a Participant incurs a Termination of
Employment when the account of such Participant is fully vested and after such Participant shall have attained the age of fifty-nine and one-half
(59-1/2) years, the entire benefit of such Participant, if any, determined in accordance with Section 9.2, shall become distributable after the
employment of such Participant with the Employers so terminated.




14.2 Fully Vested Under Age
59-1/2.  If a Participant incurs a Termination of Employment for reasons other than death or Total Disability before such Participant
shall have attained the age of fifty-nine and one-half (59-1/2) years, and the Firm Account of such Participant is fully vested at the time of such
termination, the entire benefit of such Participant, if any, determined in accordance with Section 9.2, shall become distributable as soon as practical
after the second December 31st which occurs after the date of such Termination of Employment; provided that the benefit of a Participant
whose employment with the Employers is so terminated shall not become distributable on account of a Termination of Employment if such Participant is
re-employed before such December 31st, except that a Participant who is so re-employed only in uncovered Service may elect before (but not
after) such December 31st to receive such distribution; provided that, the entire benefit of a Participant who receives severance benefits
in accordance with Appendix A or Appendix B of the A.G. Edwards Severance Benefit Plan in connection with the workforce reduction implemented in the
first three months of the year 2002 shall be distributed as soon as practical after the Termination of Employment of the Participant.




14.3 Partially Vested.  If a
Participant incurs a Termination of Employment for reasons other than death or Total Disability before the Firm Account of such Participant is fully
vested, the benefit of such Participant shall be held in Trust until the second December 31st which occurs after the date on which his
employment with the Employers is so terminated. As soon as practical after such December 31st the vested portion of such benefit, if any,
shall become distributable; provided that the amount credited to the accounts of a Participant whose employment with the Employers is so terminated
shall not become distributable on account of a Termination of Employment if such Participant is re-employed in Covered Service before such December
31st; provided that, the entire benefit of a Participant who receives severance benefits in accordance with Appendix A or Appendix B of the
A.G. Edwards Severance Benefit Plan in connection with the workforce reduction implemented in the first three months of the year 2002 shall be
distributed as soon as practical after the Termination of Employment of the Participant.




As of the earlier of (A) the date as of which
benefits are distributed to the Participant, or (B) the date on which the Participant incurs a Break in Service of at least five consecutive years, the
unvested portion of the account balance of the Participant shall be forfeited. For this purpose, if the value of the vested portion of an
Employees account balance is zero upon his Termination of Employment, the Employee shall be deemed to have received a distribution of such vested
account as of the second December 31st after the date of his or her Termination of Employment.


18

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14.4  Time of
Payment. As soon as practicable after a benefit becomes distributable in accordance with Section 14.1, 14.2 or 14.3, such benefit shall be
distributed to the Participant entitled thereto in the form specified by this Article.




Notwithstanding the above, if the vested portion of
the balance credited to a Participants accounts exceeds $5,000 at the time of the distribution to the Participant (regardless of such value at
any previous time), and the Participant has not attained his Normal Retirement Age, the Participant must consent in writing, or the functional
equivalent of writing, before any portion of such accounts may be distributed to him. For this purpose, the value of a Participants vested
account balance shall be determined without regard to that portion of the account balance that is attributable to rollover contributions (and earnings
allocable thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code.




The Plan Administrator shall furnish to each such
Participant entitled to receive a distribution a written explanation of the right to defer receipt of the distribution. Such a notice shall be provided
to the Participant no less than thirty days and no more than ninety days before the date of the distribution.




Such distribution may commence less than thirty (30)
days after the notice required by the preceding paragraph is provided, provided that:


|(A) |  | the Plan Administrator clearly informs the Participant that the
Participant has a right to a period of at least thirty days after receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | the Participant, after receiving the notice, affirmatively
elects a distribution.
|--- |  | ---------------------------------------------------------------------------------



The written consent to the distribution may not be
made before the Participant receives the notice and must not be made more than ninety days before the date of distribution.




14.5  Form of
Payment. The amount credited to the Employee Account, Firm Account and Rollover Account, if any, of a Participant shall be made in cash;
except that such account balances invested in Treasury Zeros may be distributed in kind at the direction of the Participant, and Firm account balances
may be distributed in the form of shares of A.G. Edwards, Inc. at the direction of the Participant. Assets invested in mutual funds may be made in kind
if the system established by the Plan Administrator or its agent for effecting distributions can reasonably accommodate distributions of mutual fund
shares.




14.6  Forfeitures. The
amount by which the account of a Participant is reduced in accordance with Section 14.3 shall be a forfeiture. Such amount shall be held in a temporary
fund until such amount is allocated and credited to Participant accounts in accordance with Article XI.




14.7  Accounts of Former
Employees. The assets held in the account of a Participant, if any, after Termination of Employment of such Participant shall be valued in
accordance with Article IX as of each valuation date following such Termination of Employment until distribution of the entire benefit of such
Participant under this Plan. Former Employees may direct investment of amounts credited to their accounts in accordance with Article VIII. Distribution
of the balance of the benefit of a Participant determined in accordance with Section 9.2 shall constitute payment in full of the benefits of such
Participant hereunder.




14.8  Direct Rollover of Eligible
Rollover Distributions.


|(A) |  | Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributees election under this section, a distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a
direct rollover.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Definitions.
|--- |  | ------------

|(1) |  | Eligible rollover distribution:  An eligible
rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover
distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the distributee or
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

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| |  | the joint lives (or joint life expectancies) of the distributee
and the distributees designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without regard to
the exclusion for net unrealized appreciation with respect to employer securities).
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Eligible retirement plan:  An eligible
retirement plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section
408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts
the distributees eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an Individual Retirement Account or Individual Retirement Annuity.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Distributee:  A distributee includes an
employee or former employee. In addition, the employees or former employees surviving spouse and the employees or former
employees spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the
Code, are distributees with regard to the interest of the spouse or former spouse.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Direct rollover:  A direct rollover is a
payment by the plan to the eligible retirement plan specified by the distributee.
|--- |  | --------------------------------------------------------------------------------------------------------------------------



On and after January 1, 2002, for purposes of this
section, an eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section
457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political
subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan. The definition of eligible
retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under
a qualified domestic relation order, as defined in Section 414(p) of the Code. Any amount that is distributed on account of hardship shall not be an
eligible rollover distribution and the distributee may not elect to have any portion of such a distribution paid directly to an eligible retirement
plan. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee
contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity
described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that
agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in
gross income and the portion of such distribution which is not so includible.




14.9  Protected
Options. In addition to any form of benefits specified in this Article, a Participant who has not received a distribution of the entire
amount credited to his Accounts as of an Amendment Date shall be entitled to a distribution of the amount credited to his account as of such Amendment
Date paid in any optional form of payment available to such Participant under the Plan as in effect immediately before such Amendment Date. Amendment
Date means the date on which an amendment to this Plan is adopted or becomes effective, whichever is later.


ARTICLE XV  PAYMENT OF DEATH BENEFITS



15.1  Death
Benefits. The amount credited to the Accounts of a deceased Participant shall be distributed to the Beneficiary of the Participant in the
form provided in this Article, with payments commencing as soon as administratively feasible after the death of the Participant (but never later than
the time prescribed in Article XVI).




15.2  Form of
Payment. Effective on and after March 1, 2002, the balance of the Accounts, if any, of a deceased Participant shall be paid to the
Beneficiary of the deceased Participant in any one or a combination of the following forms as the Beneficiary may elect:


|(A) |  | In one lump-sum payment (which may represent either all of such
Participants benefit or only the portion remaining after distribution of a portion thereof pursuant to subsection (B) hereof and which may take
the form of lump-sum payments to multiple beneficiaries);
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

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|(B) |  | In substantially equal annual installments over a period not
exceeding five years. A Beneficiary receiving such an installment payout of an account may elect to accelerate distribution of all or any portion of
the balance of such account at any time and from time to time, but may not elect to defer distributions beyond the scheduled time of payment initially
elected by the Beneficiary; or
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | An annuity contract that satisfies the requirements of Section
15.8.
|--- |  | --------------------------------------------------------------------



Notwithstanding the above, the entire balance
credited to the accounts of a deceased Participant shall be distributed, or applied to purchase an annuity contract that is distributed, no later than
the end of the fifth calendar year beginning after the date of death of the Participant.




The remaining balance of an account being paid in
installment payments may be paid in a lump sum in the event of the termination of the Plan, a spin-off of a portion of the Plan that includes such
account, or any other structural change to the Plan.




15.3  Designation of
Beneficiary




Each Participant from time to time on a form
acceptable to the Plan Administrator may designate any person or persons, including a trust or trusts, (including a trust or an Individual Retirement
Account of which the Participants spouse is treated as the depositor) (concurrently, contingently or successively) to whom the Participants
benefits under the Plan are to be paid if he dies before receiving all of such benefits. A beneficiary designation form shall be effective only when
the form is filed in writing with the Plan Administrator by the Participant while the Participant is alive, and shall cancel all beneficiary
designation forms previously signed and filed by the Participant.




The designation of a nonspouse beneficiary shall be
valid only if: the Eligible Surviving Spouse of the Participant shall have consented in writing to such designation; the consent specifies the
non-spouse Beneficiary designated by the Participant, the consent acknowledges the effect of the designation; and the consent is witnessed by a Plan
representative or a notary public.




Any designation of a non-spouse Beneficiary may be
revoked or changed by the Participant by a subsequent designation made in accordance with this section prior to the Participants Annuity Starting
Date. The designation may be revoked, but not changed, without the consent of the Eligible Spouse. The Eligible Spouse may not revoke a consent to a
valid Beneficiary designation.




15.4  Failure to
Designate. If a Participant shall not have designated a Beneficiary, or no Beneficiary or Beneficiaries entitled to receive distribution
of all of the amount payable under this Plan survives the Participant, then that portion of the amount payable as to which there is no surviving
qualified Beneficiary shall be paid to the Eligible Surviving Spouse of the Participant, and if the Participant leaves no Eligible Surviving Spouse, to
the beneficiary of the Participant under the A.G. Edwards Basic Group Insurance Plan, and if no such beneficiary, to the estate of the Participant or
the distributees thereof. In the event the Plan Administrator shall be in doubt with respect to the right to distribution of a spouse or Beneficiary,
the Plan Administrator may cause the entire account of a Participant or any portion thereof to be distributed to the estate of the Participant, and the
Trustee or Plan Administrator shall have no further responsibility or liability with respect to such amount.




15.5  Renunciation of Death
Benefit. A Beneficiary of a Participant entitled to a benefit under this Plan may disclaim his right to all or any portion of such benefit
by filing a written irrevocable and unqualified refusal to accept such a benefit with the Plan Administrator before payment to him of any such benefit
but no later than nine (9) months after the death of such Participant. Any benefit so disclaimed shall be distributable to the person or persons (and
in the proportions) to which such benefit would have been distributable if the Beneficiary who so disclaims such benefit had predeceased such
Participant.




15.6  Minor
Beneficiaries. In the event a Beneficiary has not attained the age of majority under the applicable state law, the Plan Administrator
shall in his sole discretion pay such benefits to or on behalf of the minor individual or to the guardian of the person of such individual. Such
payment shall constitute a full and adequate distribution, and the Plan Administrator need not see to the proper application or use of such proceeds by
such recipient.




15.7  Transitional
Designation. In the event of the death of a Participant who shall not have designated a Beneficiary under this Plan, but who shall have
designated a Beneficiary under the A.G. Edwards & Sons, Inc. Profit


21

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Sharing
Plan effective as of December 31, 1977, the Beneficiary  so designated under the A.G.
Edwards & Sons, Inc. Profit Sharing Plan shall be deemed to be the Beneficiary
designated under this Plan.



15.8  Distribution of Annuity
Contracts. A Beneficiary entitled to a distribution from the Plan on account of the death of a Participant may elect to receive the
distribution in the form of an annuity contract.




In the event a Beneficiary shall elect to receive
distribution in the form of an annuity, at the direction of the Plan Administrator, the Trustee shall purchase a nontransferable annuity contract from
an insurance company with the amount credited to the Account of such Beneficiary. Selection of such an annuity contract shall be made by the
Beneficiary for whom such an annuity contract is to be purchased.




An annuity contract is nontransferable if the owner
cannot sell, assign, discount or pledge as collateral for any loan or as security for the performance of an obligation or for any other purposes his
interest in the contract to any person other than the issuer thereof.




Any annuity contract purchased by the Trustee shall
satisfy all of the terms and conditions of this Plan. Such an annuity contract shall provide payment options that conform to those provided by the
terms of this Plan, so that payment pursuant to the contract satisfies the terms of the Plan as if paid directly by the Plan.




The Plan Administrator shall direct the Trustee to
transfer such an annuity contract to the Beneficiary if annuity payments under the contract have commenced, or, in the case of a deferred annuity, if
the contract by its terms provides that the insurance company that issued the contract will administer the notice and election provisions relating to
optional forms of payment. The insurance company that issues such a contract is hereby designated as the Plan Administrator with respect to
administering notice and election requirements of a deferred annuity contract.




Neither the Trustee, the Plan Administrator nor any
Employer shall be responsible for the failure on the part of an insurance company issuing such an annuity contract to pay annuities if and when the
payments shall become due and payable. When the Trustee shall have purchased an annuity contract for a Beneficiary and distributed the contract to such
person, the Beneficiary shall have no further right or claim to receive payments from the Trust Fund to the extent that the balance in his account was
applied to the purchase of an annuity contract.


ARTICLE XVI  LATEST TIME OF PAYMENT



This Article does not contain the general rules
of the Plan governing the time and form of distributions. In particular, this Article in and of itself does not give any right to a Participant to
defer distributions beyond the time of distribution provided in the preceding Articles. The provisions of this Article, which are included to comply
with the Code, in certain limited circumstances as specifically provided in this Article, merely may accelerate the time of distribution provided by
the preceding Articles.




16.1  60 Day
Rule. Unless the Participant elects otherwise in writing, the latest date on which payment of benefits must commence shall be the
sixtieth day after the close of the Plan Year in which the latest of the following events occurs:


|(A) |  | The Participant attains Normal Retirement Age;
|--- |  | ----------------------------------------------

|(B) |  | The Participant incurs a Termination of Employment;
or
|--- |  | ------------------------------------------------------

|(C) |  | Ten years have elapsed from the time the Participant commenced
participation in the Plan.
|--- |  | -----------------------------------------------------------------------------------------



If payment in full is not feasible within the time
limits prescribed by the preceding paragraph, the Plan Administration may direct interim payments from Accounts of such Participant.




16.2  Latest Time for
Payment




Notwithstanding anything to the contrary in this
Plan, and notwithstanding any election of the Participant, payment of benefits shall commence no later than the Participants required beginning
date.




The required beginning date of a Participant who is
not a five percent (5%) owner is the April 1 of the calendar year following the later of: (A) the calendar year in which the Participant attains
seventy and one-half years of age; and (B) the calendar year in which the Participant actually retires. The required beginning date of a
Participant


22

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who is a five percent (5%) owner is the April 1
of the calendar year following the calendar year in which the Participant attains seventy and one-half years of age.




With respect to distributions under the Plan made
for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of Section 401(a)(9) of the
Internal Revenue Code in accordance with the regulations under Section 401(a)(9) that were proposed on January 17, 2001 (the 2001 Proposed
Regulations), notwithstanding any provision of the Plan to the contrary. If the total amount of required minimum distributions made to a
participant for 2001 prior to January 1, 2002 are equal to or greater than the amount of required minimum distributions determined under the 2001
Proposed Regulations, then no additional distributions are required for such participant for 2001 on or after such date. If the total amount of
required minimum distributions made to a participant for 2001 prior to January 1, 2002 are less than the amount determined under the 2001 Proposed
Regulations, then the amount of required minimum distributions for 2001 on or after such date will be determined so that the total amount of required
minimum distributions for 2001 is the amount determined under the 2001 Proposed Regulations. This amendment shall continue in effect until the last
calendar year beginning before the effective date of the final regulations under Section 401(a)(9) or such other date as may be published by the
Internal Revenue Service.




Section 401(a)(9) of the Code is hereby incorporated
by reference, and distributions under this Plan shall be made in accordance with such section and the regulations issued by the Secretary of the
Treasury interpreting such section. Plan provisions reflecting Section 401(a)(9) of the Code shall override any other distribution options that may be
inconsistent with such Code section and this subsection. Any distribution required under the incidental death benefit requirements of Section 401(a) of
the Code shall be treated as a distribution required under Section 401(a)(9) of the Code and this subsection.




Minimum distributions are not required to be made
pursuant to this section on and after January 1, 1997, to Participants who attained seventy and one half (70-1/2) years of age before 1997 and who have
not yet Terminated Employment and who are not five percent (5%) owners.


ARTICLE XVII  CLAIMS AND REVIEW PROCEDURE



17.1  Claims for
Benefits. A Participant or Beneficiary who believes that he is being denied or will be denied benefits to which he is entitled under the
Plan may file a written request for such benefits with the Plan Administrator or its delegate setting forth his claim.




17.2  Written Denials of
Claims. Within a reasonable time after receipt of a written request for benefits, the Plan Administrator or its delegate shall provide to
every claimant who is denied a claim for benefits written notice of denial setting forth in a manner calculated to be understood by the
claimant:


|(A) |  | The specific reason or reasons for the denial;
|--- |  | ----------------------------------------------

|(B) |  | Specific reference to pertinent Plan provisions on which the
denial is based;
|--- |  | -----------------------------------------------------------------------------

|(C) |  | A description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(D) |  | An explanation of the claim review procedure.
|--- |  | ---------------------------------------------



17.3  Time of
Denial. If such a denial is not furnished within sixty (60) days from the time the claim is filed, the claim shall be deemed denied for
purposes of Section 17.4.




17.4  Review of
Denial. Within sixty (60) days after a claim is denied, the claimant or his duly authorized representative may appeal such denial to the
Plan Administrator by filing a written notice of appeal of the claim denial with the Plan Administrator. The notice of appeal shall reasonably apprise
the Plan Administrator of the reasons and grounds for such appeal and shall specify the scope and method of review desired by requesting any or all of
the procedures as follows:


|(A) |  | A review of documents pertinent to the claim;
|--- |  | ---------------------------------------------

|(B) |  | Submission of issues and comments in writing; and
|--- |  | -------------------------------------------------

|(C) |  | Written response to particular questions submitted in
writing.
|--- |  | --------------------------------------------------------------

23

---



17.5 Review Decisions. The Plan
Administrator shall furnish a written decision on review not later than sixty (60) days after the notice of appeal is filed, written in a manner
calculated to be understood by the claimant with specific references to the pertinent Plan provisions on which the decision is based; provided that, in
the event special circumstances require an extension of time for processing, a decision shall be rendered as soon as possible, but not later that one
hundred and twenty (120) days after receipt of the request for review.


ARTICLE XVIII  ADMINISTRATION



18.1  Plan
Administrator. The Plan shall be administered by a Plan Administrator. The Plan Administrator may participate in benefits under the Plan;
provided he is otherwise eligible to do so.




18.2  Allocation of Fiduciary
Duties. The Plan Administrator shall have the duty and power to administer this Plan in all its details, except the duty and power to
invest and reinvest Trust assets, which is assigned to the Trustee under Article XIX. The duties and powers of the Plan Administrator shall include,
but not be limited to, the following:


|(A) |  | To establish and maintain a separate account for each
Participant and allocate benefits thereto in accordance with Article VII;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------

|(B) |  | To keep accurate and detailed records of the administration of
the Plan, which records shall be open to inspection by the Employer at all reasonable times, and, with respect to records pertaining to his accounts,
open to inspection by each Participant;
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | To interpret the Plan provisions and to decide all questions
concerning the Plan and the eligibility of any Employee to participate in the Plan;
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

|(D) |  | To authorize the payment of benefits;
|--- |  | -------------------------------------

|(E) |  | To establish and enforce such rules, regulations and procedures
as it shall deem necessary or proper for the efficient administration of the Plan;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|(F) |  | To furnish the reports and Plan descriptions to the Secretary of
Labor and to each Participant as required by Part I of Title I of the Employee Retirement Income Security Act of 1974; and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(G) |  | To delegate to any agents such duties and powers, both
ministerial and discretionary as it deems appropriate by an instrument in writing which specifies which such duties are so delegated and to whom each
duty is so delegated.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18.3  Furnish
Information. Each Participant shall furnish the Plan Administrator any requested information, as needed to administer the Plan. The
Employers and the Trustee also shall furnish the Plan Administrator with the information needed to administer the Plan.




18.4  Appointment of
Administrators. The Sponsor shall appoint a Plan Administrator to serve at its pleasure. The Plan Administrator may be a corporation
(including the Employer) or corporations, an individual or individuals or any combination of the above. One such person may serve as Plan
Administrator. The Sponsor may change such appointments from time to time provided that such changes are published to the extent of enabling interested
parties to ascertain the person or persons responsible for operating the Plan. In absence of such an appointment, the Compensation Committee of A.G.
Edwards & Sons, Inc. shall serve as Plan Administrator provided that, if such Compensation Committee serves as Plan Administrator, it may designate
specified individuals or other persons to carry out specified fiduciary responsibilities under the Plan in such a manner and to such an extent that
Employees and other interested parties are able to ascertain the person or persons responsible for operating the Plan.




18.5  Compensation of
Fiduciaries. Any Trustee or Plan Administrator may receive reasonable compensation for services rendered on behalf of the Plan or
Trust.




18.6  Expenses of
Administration. All expenses of administering the Plan that are owed to third parties, such as compensation to a Trustee and compensation
to a third party recordkeeper for plan accounting and reporting services, as may be determined from time to time by agreement between the Sponsor and
such a third party, and all other expenses of administration and taxes of this Plan including the compensation of any employee or
counsel


24

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| |  | employed by the Trustee or the Employers, shall be paid out of
the Trust and charged ratably to Participants accounts, unless voluntarily paid by the Employer, except expenses incurred in connection with the
purchase or sale of investments shall be charged against Accounts in accordance with Section 8.6.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18.7  Delegation of
Authority. The Plan Administrator may delegate to an agent or agents any or all of the duties and responsibilities assigned by the Plan to
the Plan Administrator. Such a delegation shall be made by an instrument in writing that specifies which duties and powers are so delegated and to whom
each such duty or power is so delegated.




In the event the Plan Administrator shall consist of
more than one person, the Plan Administrator may appoint one or more of the persons acting as Plan Administrator to carry out any particular duty or
duties or to execute any and all documents on behalf of the Plan Administrator. Any document so executed shall have the same effect as though executed
by all such persons. Such appointment shall be made by an instrument in writing that specifies which duties and powers are so allocated and to whom
each such duty or power is so allocated.




18.8  Standard of
Review. The Plan Administrator shall perform its duties as the Plan Administrator in its sole discretion shall determine is appropriate in
light of the reason and purpose for which the Plan is established and maintained. In particular, the interpretation of all plan provisions, and the
determination of whether a Participant or Beneficiary is entitled to any benefit pursuant to the terms of the Plan, shall be exercised by the Plan
Administrator in its sole discretion. Any construction of the terms of the Plan for which there is a rational basis shall be final and legally binding
on all parties.




Any interpretation of the Plan or other action of
the Plan Administrator made in its sole discretion shall be subject to review only if such an interpretation or other action is without a rational
basis. Any review of a final decision or action of the Plan Administrator shall be based only on such evidence presented to or considered by the Plan
Administrator at the time it made the decision that is the subject of the review. Any Employer that adopts and maintains this Plan, and any Employee
who performs services for an Employer that are or may be compensated for in part by benefits payable pursuant to this Plan, hereby consents to actions
of the Plan Administrator made in its sole discretion and agrees to the narrow standard of review prescribed in this section.


ARTICLE XIX  TRUST AGREEMENT



19.1  Trust
Agreement. The funds accumulated under the Plan shall be held in trust for the exclusive benefit of the Participants of the Plan and their
Beneficiaries under a trust agreement or agreements between the Sponsor and one or more Trustees appointed by the Sponsor which separate agreement or
agreements together constitute one Trust Agreement and which form a part of the Plan.


ARTICLE XX  AMENDMENT AND TERMINATION



20.1  Amendment. The
Sponsor reserves the right at any time and from time to time to modify or amend the Plan in whole or in part by adopting a written amendment; provided
that, no such modification or amendment shall operate to modify, amend or diminish any rights of Participants accrued to the date of such modification
or amendment, and, further, that no amendment shall increase or materially change the duties of the Trustee without the specific agreement of the
Trustee.




20.2  Termination. The
Sponsor reserves the right at any time to terminate the Plan in its entirety by delivering to the Trustee a copy of the notice of termination. All
rights shall vest as of the effective date of the termination or a complete discontinuance of contributions by the Employers, and there shall be no
forfeitures thereafter. In the event of a partial termination, all rights to benefits with respect to which the Plan terminated shall be fully vested
and nonforfeitable as of the date of such partial termination.


ARTICLE XXI  MISCELLANEOUS



21.1  Anti-Assignation. The payments, benefits or interest provided for under the Plan shall not be subject to
any claim of any creditor of any Participant in law or in equity and shall not be subject to attachment, garnishment, execution or other legal process
by any such creditor; nor shall the Participant have any right to assign, transfer, encumber, anticipate or otherwise dispose of any such payments,
benefits or interest.


25

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Notwithstanding anything in this section to the
contrary, the Administrator may:


|(A) |  | Comply with a qualified domestic relations order, as
defined in Section 414(p) of the Code, to the extent it does not alter the amount or form of benefit specified under the Plan except as required by
law; and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Surrender to the government of the United States of America any
portion of the Trust Fund which is subject to a federal tax levy made pursuant to Section 6331 of the Code.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If any portion of the Trust Fund which is
attributable to the benefits, rights or interest of any Participant is transferred to any other entity pursuant to subsection (A) or (B) to satisfy a
debt or other obligation of such Participant, the amount credited to the account of such Participant shall be reduced by the amount so
transferred.




21.2  Rights of
Employees. Neither the action of an Employer in establishing the Plan, nor any action taken by an Employer or the Trustee nor any
provision of the Plan, shall be construed as giving to any Employee the right to be retained in its employ, or the right to any payments other than
those expressly provided for in the Plan to be paid from the Fund. Each Employer expressly reserves the right at any time to dismiss any Employee
without any liability for any claim against the Employer or against the Fund other than with respect to the benefits provided for by the
Plan.




21.3  Source of
Benefits. All benefits to be paid under the Plan shall be paid solely out of the Fund, and the Employers assume no liability or
responsibility therefor.




21.4  Actions by
Corporation. Whenever under the terms of this Plan a corporation is permitted or required to take some action, such action may be taken by
an instrument in writing executed by the President of the corporation, or by any other method by an officer of the corporation as duly authorized by
the Board of Directors of the corporation.




21.5  Rules of
Construction. The terms and provisions of this Plan shall be construed according to the principles, and in the priority, as follows:
first, in accordance with the meaning under, and which will bring the Plan into conformity with the Internal Revenue Code of 1986, as amended, and the
Employee Retirement Income Security Act of 1974; and secondly, in accordance with the laws of the State of Missouri. The Plan shall be deemed to
contain the provisions necessary to comply with such laws. If any provision of this Plan shall be held illegal or invalid, the remaining provisions of
this Plan shall be construed as if such provision had never been included. Wherever applicable, the masculine pronoun as used herein shall mean the
feminine, and the singular the plural.




21.6  Payments to Legal
Incompetents. In the event any person entitled to receive any distribution hereunder of a benefit or installment thereof shall, in the
opinion of the Plan Administrator, be legally incapable of giving a valid receipt and discharge for distribution of such benefit, and another person or
institution is then maintaining or has custody of such person, and no guardian or other representative of the estate of such person shall have been
duly appointed, then such benefit or installment thereof may, at the option of the Plan Administrator, be distributed to such other person or
institution. Distribution to such other person or institution shall be in complete discharge of liability under the Plan for the distribution of such
benefit or installment thereof and there shall be no responsibility on the Trustee, any Employer, or anyone else to see to the application of such
benefit or installment thereof distributed to such person or institution.




21.7  Plan Mergers. In
the event of any merger or consolidation with, or transfer of assets or liabilities to, any other plan, each Participant in the Plan shall be entitled
to a benefit immediately after the merger, consolidation, or transfer if the Plan then terminated which is equal to or greater than the benefit he
would have been entitled to receive immediately before the merger, consolidation or transfer if the Plan had then been terminated.




21.8  Missing
Participants. If the Plan Administrator is unable to make a payment to a Participant or a Beneficiary because the whereabouts or the
identity of the Participant or the Beneficiary cannot be ascertained by mailing to the last known address shown on the records of the Employer or the
Trustee, the Plan Administrator shall dispose of the benefit otherwise payable to the Participant as follows:


|(A) |  | If the amount payable to the Participant or Beneficiary does not
exceed the sum of One Thousand Dollars ($1,000), the benefit of such Participant shall be forfeited as of the last day of the Plan Year
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

---

| |  | in which the Plan Administrator determines that the identity or
location of such person cannot be ascertained, and shall be disposed of in accordance with Section 11.2; and
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | If the amount payable to the Participant or Beneficiary exceeds
the sum of One Thousand Dollars ($1,000), the amount payable to the Participant or Beneficiary shall be invested in the existing investments and held
until the identity or the location of the Participant or the Beneficiary is ascertained by the Plan Administrator; provided that, if the identity or
location of the Participant or Beneficiary is not determined before the end of the Plan Year in which the Participant would have attained sixty-five
(65) years of age, the amount credited to the account of the Participant at the end of such year shall be forfeited as of the end of such year and
shall be disposed of in accordance with Section 11.2.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event a Participant or Beneficiary whose
benefit was forfeited pursuant to the provisions of this section shall later validly claim the benefits so forfeited, the amount so forfeited shall be
paid to such person by the Employer.




21.9  Payments Under a Qualified
Domestic Relations Order.


|(A) |  | Early Payment Option.  In addition to the
payment options otherwise available in the Plan, pursuant to a domestic relations order, distribution of all or any portion of the account balance of a
Participant may be paid to an Alternate Payee (as defined in Section 414(p) of the Code) in an amount specified in such domestic relations order in a
lump-sum payment as soon as practical after the Plan Administrator determines that the domestic relations order is a Qualified Domestic Relations Order
(as defined in Section 414(p) of the Code) (a QDRO); provided that, the full amount allocated to the Firm Account of the Participant is
fully vested and not subject to forfeiture by the Participant in any event. In accordance with the QDRO, the Plan Administrator shall make a
lump-sum payment to the Alternate Payee in the amount specified in the QDRO to the extent that the Participant named in the QDRO has assets allocated
to his account; provided that, the Alternate Payee consents to such distribution.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Delayed Payment: Segregated Accounts.  To the
extent that the QDRO or the Plan requires payment of a portion of the account of a Participant to an Alternate Payee at a later time, such amount shall
be segregated into a separate account for such Alternate Payee and such amount shall be invested as directed by the Alternate Payee in accordance with
Article VIII.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | Allocation of Basis and Risk of Forfeiture.  If
the Alternate Payee is the spouse or former spouse of the Participant, the Participants basis in his account, if any, shall be apportioned
between the Participant and the Alternate Payee based on the percentage of the Participants account to which each is entitled pursuant to the
QDRO. If the Alternate Payee is not the spouse or former spouse of the Participant, the Participants basis in his account, if any, need not be
apportioned.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(D) |  | Reduction of Participants Accounts.  With
respect to any amount paid to an Alternate Payee pursuant to subsection 22.9(A) or any amount allocated to a segregated account for an Alternate Payee
pursuant to subsection 22.9(B), the Participants accounts shall be debited so that the risk of forfeiture, if any, and the Participants
basis in his account, if any, shall be apportioned between the Participant and the Alternate Payee based on the percentage of the Participants
account to which each is entitled pursuant to the QDRO. Alternately, if the Alternate Payee is not the spouse or former spouse of the Participant, the
Participant may direct the Plan Administrator as to which of his accounts, if any, that are fully vested and not subject to forfeiture in any event
shall be debited.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(E) |  | Liquidation of Investments.  The
Participants investments in the mutual funds and the A.G. Edwards Stock fund shall be liquidated pro rata, and the Treasury Zeros will be
liquidated only if there is an insufficient amount in the mutual funds and the A.G. Edwards Stock fund.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(F) |  | Suspension Penalties.  Notwithstanding anything
to the contrary in the Plan, a Participant who is actively employed at the time a QDRO payment or allocation is made on his behalf, shall not be
subject to any suspension penalties merely because of such early QDRO payment or allocation.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

27

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21.10  Adoption of Plan by an
Affiliate. With the consent of the Sponsor, any Affiliate legally eligible to do so may adopt this Plan and thereby become an Employer and
become bound as an Employer by all of the terms of the Plan as herein provided with respect to such of its Employees who are eligible to participate in
this Plan. Any such Affiliate may adopt the Plan by executing and filing with the Sponsor an adoption agreement. An Affiliate will be deemed to have
adopted the Plan by making contributions to the Plan.




21.11  Acceptance of
Transfers. The Plan Administrator may accept, but is not required to accept, a transfer on behalf of a Participant from the trustee of a
plan which meets the requirements of Section 401(a). For purposes of this section a rollover contribution is not considered a
transfer.




In the event any optional form of benefit under this
Plan permits a distribution prior to the Participants retirement, death, disability, or Termination of Employment, and prior to plan termination,
the optional form of benefit is not available with respect to benefits attributable to assets (including any post-transaction earnings thereon) that
are transferred to this Plan from a money purchase pension plan qualified under Section 401(a) of the Code (other than any portion of those assets
attributable to voluntary employee contributions).


ARTICLE XXII  TOP-HEAVY REQUIREMENTS



22.1  Top-Heavy
Determination. For purposes of this Article, the Plan will be determined to be Top-Heavy for a Plan Year if, as of the Determination Date,
the aggregate value of the accounts of Key Employees under the Plan exceeds sixty percent (60%) of the aggregate value of the accounts of all
Participants under the Plan as determined in accordance with Section 416(g) of the Code.




Payments made within the five Plan Years immediately
preceding such Plan Year shall be added to the account balances or the present value of the cumulative accrued benefits with respect to a defined
benefit plan in determining whether this Plan is Top-Heavy. The preceding sentence shall also apply to payments from a terminated plan which would have
been included in this Plan if it had not been terminated. The account balance or present value of the cumulative accrued benefits with respect to a
defined benefit plan of a Participant who is not a Key Employee with respect to the Plan Year but who was a Key Employee in a prior year shall be
disregarded. The account balance or present value of the cumulative accrued benefits with respect to a defined benefit plan of a Participant who has
not performed services for an Employer during the five Plan Years immediately preceding such Plan Year shall be disregarded.




All plans qualified under Section 401(a) of the Code
and adopted by any member of the Controlled Group shall be aggregated and treated as one plan (the Plan) for purposes of this
Article.




22.2  Determination
Date. The Determination Date, with respect to any Plan Year, shall be the last day of the immediately preceding Plan
Year.




22.3  Valuation of Fund as of
Determination Date. The value of the Fund, and of the respective Participant accounts which together constitute the Fund, shall be
determined as of the Determination Date in accordance with Article IX.




22.4  Key
Employee. Key Employee means an Employee, former employee or Employees Beneficiary who, at any time during the Plan Year
or any of the four preceding Plan Years, is:


|(A) |  | An officer of an Employer having an annual compensation greater
than $130,000;
|--- |  | ------------------------------------------------------------------------------

|(B) |  | One of the ten (10) Employees having annual compensation from an
Employer of more than the limitation in effect under Section 415(c)(1)(A) of the Code and owning (or considered as owning within the meaning of Section
318 of the Code) the largest interests in the Employer;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | A five percent (5%) owner of an Employer; or
|--- |  | --------------------------------------------



A one percent (1%) owner of an Employer having an
annual compensation from the Employer of more than One Hundred Fifty Thousand Dollars ($150,000); as defined in accordance with Section 416(i)(1) of
the Code.




22.5  Vesting
Requirements. If the Plan is determined to be Top-Heavy for a Plan Year in accordance with Section 22.1, the vested percentage of the
amount credited to the Firm Account of a Participant as of such Plan


28

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Year
and all subsequent Plan Years in accordance with Section  10.1 and Section 10.3 shall be
redetermined in accordance with the following schedule:






|After Two Years
of Service   |  |  |  |  | 20  | %
|---------------------------- |  |  |  |  | --- | -
|After Three
Years of Service |  |  |  |  | 40  | %
|After Four Years
of Service  |  |  |  |  | 60  | %
|After Five Years
of Service  |  |  |  |  | 100 | %



22.6  Minimum
Benefits. If the Plan is determined to be Top-Heavy for a Plan Year in accordance with Section 22.1, the Employers shall contribute on
behalf of each Participant who is not a Key Employee the lesser of three percent (3%) of such Participants Compensation for such Plan Year and
the highest percentage of Compensation allocated to the account of a Key Employee for that year.




For Plan Years commencing before January 1, 1989,
any amount required to be contributed on behalf of a Participant under this Article, shall be reduced by the amount, if any, of the Deductible Employee
Contributions made by or on behalf of the Participant for the year.




22.7  EGTRRA
Amendments. This section shall apply for purposes of determining whether the plan is a top-heavy plan under Section 416(g) of the Code for
Plan Years beginning after December 31, 2001, and whether the plan satisfies the minimum benefits requirements of Section 416(c) of the Code for such
years. This section amends the preceding sections of this Article.


|(A) |  | Determination of top-heavy status.
|--- |  | ----------------------------------

| |  | Key employee means any employee or former employee (including
any deceased employee) who at any time during the Plan Year that includes the determination date was an officer of the employer having annual
compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a five percent
(5%) owner of the employer, or a one percent (1%) owner of the employer having annual compensation of more than $150,000. For this purpose, annual
compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a key employee will be made in
accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The present values of accrued benefits and the amounts of
account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the plan
and any plan aggregated with the plan under Section 416(g)(2) of the Code during the one-year period ending on the determination date. The preceding
sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under
Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than Termination of Employment, death, or disability, this
provision shall be applied by substituting five-year period for one-year period.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The accrued benefits and accounts of any individual who has not
performed services for the employer during the one-year period ending on the determination date shall not be taken into account.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Minimum benefits.  Employer matching
contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the
plan. The preceding sentence shall apply with respect to matching contributions under the plan or, if the plan provides that the minimum contribution
requirement shall be met in another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution
requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section
401(m) of the Code.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

29

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ARTICLE XXIII  SPECIAL ESOP PROVISIONS1



This Article contains provisions required to
qualify the Employee Stock Ownership Plan as a plan described in Section 4975(e)(7) of the Code. So long as (a) the Company does not extend credit to
the Plan, (b) there is no sale of employer securities to the Plan in a tax-free rollover transaction described in Section 1042 of the Code (which does
not apply to publicly-traded stock), and (c) Participants are entitled to receive distribution of their ESOP accounts as soon as administratively
feasible after termination of employment, the provisions of this Article will not have any operative effect.




23.1  Share Purchase
Loans. At the direction of the Plan Administrator, the Trustee may from time to time enter into a loan (a Share Purchase
Loan) for the purpose of acquiring shares of A.G. Edwards, Inc. (Shares) that constitute employer securities
within the meaning of Section 409(l) of the Code or for the purpose of repaying all or any portion of any outstanding Share Purchase Loan. The terms of
any Share Purchase Loan shall be subject to the conditions and restrictions set forth herein. Shares acquired with the proceeds of a Share Purchase
Loan shall be credited to a Loan Suspense Account until released in accordance with the following section. All loans that are
incurred as part of an integrated transaction shall be treated as a single Share Purchase Loan for all purposes of the Plan.




23.2  Release from Loan Suspense
Account. Subject to the following provisions of this section, for each Plan Year throughout the duration of a Share Purchase Loan, a
portion of the Shares acquired with the proceeds of such Share Purchase Loan shall be withdrawn from the Loan Suspense Account and allocated to
Participants ESOP Stock Accounts in accordance with the provisions of this Article.




As of the last day of each Plan Year, the number of
Shares that shall be released from the Loan Suspense Account shall be equal to the product of the number of Shares that are then held in the Loan
Suspense Account multiplied by a fraction, the numerator of which is the amount of principal and interest paid on the related Share Purchase Loan for
that Plan Year and the denominator of which is the amount of principal and interest paid or payable on the related Share Purchase Loan for that Plan
Year and for all future years. For purposes of determining the denominator of the fraction described in the preceding sentence for any Plan Year, if
the interest rate under the Share Purchase Loan is variable, the interest rate to be paid in future years shall be assumed to be equal to the interest
rate applicable as of the last day of that Plan Year. Notwithstanding the foregoing provisions of this section, the number of Shares attributable to a
Share Purchase Loan that are withdrawn from the Loan Suspense Account shall be proportionate to principal payments only, if:


|(A) |  | Such release is consistent with the provisions of the Share
Purchase Loan with respect to the release of Shares as collateral, if any, for such loan;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | The Share Purchase Loan provides for annual payments of
principal and interest at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for ten (10)
years;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | Interest is disregarded for purposes of determining such release
only to the extent that it would be determined to be interest under standard loan amortization tables; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(D) |  | The term of the Share Purchase Loan, together with any renewal,
extension or refinancing thereof, does not exceed ten (10) years. In the event that more than one (1) Share Purchase Loan is outstanding at any
time, the number of Shares that is released from encumbrance at any time under this paragraph shall be based solely on the repayment of the Share
Purchase Loan to which such Shares are attributable.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23.3  Use of Loan Proceeds and
Dividends. The proceeds of a Share Purchase Loan shall be used within a reasonable time after receipt to acquire Shares or to repay all or
any portion of such Share Purchase Loan or any outstanding Share Purchase Loan. Cash dividends with respect to Shares acquired with the proceeds of a
Share Purchase Loan that are not allocated to Participants Stock Accounts, and earnings thereon, shall, at the direction of the Plan
Administrator, be used to make payments on such Share Purchase Loan. Such cash dividends, and







|1 |  | Article XVIII effective 1/1/01
|- |  | ------------------------------

30

---

earnings
thereon, that are not applied to make payments on Share  Purchase Loans in accordance
with the foregoing provisions of this section shall be invested in the Company Stock Fund.



23.4  Allocation
of Shares Released From Suspense Account. Participants accounts shall be adjusted for dividends paid on Company Stock, as
follows:


|(A) |  | Dividends Used to Repay Share Purchase Loans and Attributable
to Allocated Shares  As of the last day of the Plan Year, Shares released from the Loan Suspense Account that year by reason of dividends
paid with respect to Shares allocated to Participants Stock Accounts, if any, shall be allocated among and credited to the accounts of
Participants, pro rata, according to the number of Shares held in such accounts on the date the dividends are paid. The Shares so allocated shall have
a fair market value as of the date allocated equal to such dividends (the Dividend Replacement Value), and if the shares initially
allocated in accordance with the immediately preceding sentence do not have a fair market value at least equal to the Dividend Replacement Value, then
additional Shares shall be allocated to Participants Stock Accounts until the fair market value of the total number of shares allocated under
this subsection (a) equals the Dividend Replacement Value. Shares released from the Loan Suspense Account during the Plan Year by reason of the use of
dividends on unallocated Shares to make payments of principal and interest on a Share Purchase Loan shall be used first for this purpose and, to the
extent that additional Shares are required, Shares contributed by the Employer or acquired with employer contributions (other than employer
contributions used to make payments of principal and interest on Share Purchase Loans) during such Plan Year shall be applied for such purpose.
Dividends paid with respect to Shares allocated to Participants accounts that are used to repay a Share Purchase Loan shall be charged to the
accounts pro rata, according to the number of Shares held in the accounts of such Participants on the date the dividends are paid.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Dividends Used to Repay Share Purchase Loans and Attributable
to Unallocated Shares  Shares released from the Loan Suspense Account during the Plan Year by reason of the use of dividends on unallocated
Shares to make payments of principal and interest on a Share Purchase Loan (reduced by any such Shares required to be allocated under subsection (a)
above) shall be allocated to the accounts in proportion to the subaccounts attributable to dividends on unallocated shares, employer contributions and
earnings thereon; and such subaccounts shall be debited in the same proportion.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | Other Amounts Used to Repay Share Purchase Loans 
Shares released from the Loan Suspense Account during the Plan Year by reason of the use of contributions and earnings thereon to make payments of
principal and interest on a Share Purchase Loan (reduced by any such shares required to be allocated under subsection (a) above) shall be allocated to
the Participants accounts in proportion to the subaccounts attributable to dividends on unallocated shares, employer contributions and earnings
thereon; and such subaccounts shall be debited in the same proportion. For this purpose, Shares released from the Loan Suspense Account after the end
of a Plan Year on account of payments on a Share Purchase Loan with contributions for such Plan Year, but that were made after the end of such
Plan Year, shall be deemed to have been released on the last day of such Plan Year.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23.5  Separate Accounting for
Multiple Loans. The Plan Administrator shall establish recordkeeping procedures and maintain such Participant subaccounts or other records
as are necessary to determine which Shares were acquired with the proceeds of each Share Purchase Loan or were acquired other than with the proceeds of
a Share Purchase Loan for purposes of complying with the terms of the Plan, including its terms relating to the use of dividends on Shares, the release
of Shares from the Loan Suspense Account and the distribution of Shares acquired with the proceeds of a Share Purchase Loan.




23.6  Valuation. The
fair market value of Shares and all other Plan assets shall be determined as of each valuation date. If the Shares are not readily tradable on an
established securities market, the fair market value shall be determined by an independent appraiser within the meaning of Section 401(a)(28)(C) of the
Code.




23.7  Nonallocation
Provision. Notwithstanding any other provision of this Plan, no portion of the assets of the Plan attributable to Shares acquired by the
Plan in a sale to which Section 1042 of the Code applies may accrue or be allocated directly or indirectly during a Nonallocation Period
to:


31

---

|(A) |  | Any Employee who sells Shares to the Plan in a transaction to
which Section 1042 of the Code applies;
|--- |  | -----------------------------------------------------------------------------------------------------

|(B) |  | Any individual who is related to such an Employee within the
meaning of Section 267(b) of the Code, except as otherwise provided by Section 409(n)(3)(A) of the Code; and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | Any other individual owning (either directly or indirectly) more
than twenty-five percent (25%) of (i) any class of outstanding stock of the Employer, or any corporation which is a member of the same controlled group
of corporations within the meaning of Section 409(l)(4) of the Code, or (ii) the total value of any class of outstanding stock of such corporation. For
purposes of the preceding sentence, an individual shall be treated as twenty-five percent (25%) shareholder (1) at any time during the one (1) year
period ending on the date of the sale to which Section 1042 of the Code applies or (2) on the dates as of which any Shares sold to the Plan on a
transaction to which Section 1042 of the Code applies are allocated to the accounts of Participants. In the event the individuals situation is
described in number (1) of the preceding sentence, such individual shall continue to be treated as a twenty-five percent (25%) shareholder until all of
the Shares acquired by the Plan in a transaction to which Section 1042 of the Code applies have been allocated. If, however, an individual first
becomes a twenty-five percent (25%) shareholder at such time as described in number (2) above, such an individual shall only be treated as a
twenty-five percent (25%) shareholder with respect to those Shares acquired in a transaction to which Section 1042 of the Code applies which are
allocated as of the date or dates on which an individual is a twenty-five percent (25%) shareholder. The Nonallocation Period is the period
beginning on the date of the sale and ending on the date that is ten (10) years after the later of (1) the date of the sale of the Shares to the Plan
in a transaction to which Section 1042 of the Code applies, or (2) the date of the Plan allocation attributable to the final payment of acquisition
indebtedness incurred in connection with such a sale.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23.8  Latest Time of Payment for
Company Stock. Any contrary provision of this Plan notwithstanding, unless a Participant elects that the special distribution provisions
of this section not apply, the portion of his vested account attributable to Shares credited to his account shall be distributed no later than as
follows:


|(A) |  | Such portion shall be paid in substantially equal periodic
payments (not less frequently than annually) over a period not longer than five (5) years, or, if the value of such accounts exceeds five hundred
thousand dollars ($500,000) (or such greater amount as may be in effect under Section 409(o)(1)(C)) of the Code, five (5) years plus one (1) additional
year (but not more than five (5) additional years) for each one hundred thousand dollars ($100,000) (or such greater amount as may be in effect under
Section 409(o)(1)(C)) of the Code or fraction thereof by which the value of such accounts exceeds five hundred thousand dollars ($500,000) (or such
greater amount as may be in effect under Section 409(o)(1)(C)) of the Code.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Except as provided below, payments under (a) shall commence not
later than one (1) year after the end of the following:
|--- |  | -----------------------------------------------------------------------------------------------------------------------

|(1) |  | In the case of a Participant whose employment terminates after
he attains age sixty-five (65), or at any age by reason of Death or permanent disability, the Plan Year in which his employment terminates.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | In the case of a Participant whose employment terminates under
circumstances not described in (i), the fifth (5th) Plan Year following the year in which his employment terminates, provided that,
this subsection shall not apply if the Participant is reemployed before the end of such fifth (5th) Plan Year.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Commencement prior to the date on which a Participant attains
Normal Retirement Age shall be subject to the Participants consent in accordance with Article XIV, and, if a Participant does not consent,
commencement shall occur as soon as practicable after the Participant attains age sixty-five (65).
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

32

---



IN WITNESS WHEREOF, the undersigned hereby adopts
the foregoing amendment this day of February, 2002 pursuant to authority delegated by the Board of Directors of A.G. Edwards, Inc.


|By: |  | 
|--- |  | 

|Title: |  | 
|------ |  | 

33

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FIRST AMENDMENT A.G. EDWARDS, INC. RETIREMENT AND PROFIT SHARING
PLAN 2002 RESTATEMENT



The A.G. Edwards, Inc. Retirement and Profit Sharing
Plan (the Plan) originally was adopted September 30, 1967. The Plan has been amended from time to time, most recently in the form of a
restated plan document dated February 24, 2002 (the 2002 Restatement).




A.G. Edwards, Inc., now wishes to amend the plan to
permit Participants to take loans against their vested plan balances, add additional withdrawal provisions for participants between the ages of 55 to
59-1/2 and adopt the model amendment for the final regulations under Section 401(a)(9) of the IRS Code.




NOW THEREFORE, the Plan is hereby amended as
follows:




1.    Effective December 3,
2002, a new Section 12.4 is added to the Plan to read in its entirety as follows:




12.4  Availability of Loans. A Participant who is an Employee may apply to the Plan Administrator to borrow from
the Trust Fund. If the application is approved, the Plan Administrator shall direct the Trustee to make the loan in a lump sum cash payment to the
Participant. Loans shall be granted in a uniform and nondiscriminatory manner without regard to the level of compensation, race, color, religion, age,
sex or national origin of the Participant. The Plan Administrator shall determine the terms of such loans, and shall adopt rules for administering
loans hereunder, including prescribing processing fees, and may revise such rules from time to time; provided such terms and rules apply to
Participants in a uniform and nondiscriminatory manner. Loan rules shall be set forth in such documents, including electronic format, as the Plan
Administrator may determine.




2.    Effective March 1, 2002,
an additional paragraph is added to Section 14.2 as follows:




If a Participant incurs a
Termination of Employment for reasons other than death or Total Disability during or after the calendar year in which such Participant attains the age
of fifty-five (55) and before the Participant attains the age of fifty-nine and one-half (59-1/2) years, and the Firm Account of such Participant is
fully vested at the time of such termination, the Participant may elect to withdraw all or any portion of his or her Plan benefit prior to the
Participant reaching the age of fifty-nine and one-half (59-1/2) years. Such an election must be received by the Plan Administrator in a form suitable
to the Plan Administrator. The amount so withdrawn shall be distributed to the withdrawing Participant in the form specified by this Article as soon as
practical after such election is received.




3.    Effective March 1, 2002,
an additional paragraph is added to Section 14.3 as follows:




If a Participant incurs a
Termination of Employment for reasons other than death or Total Disability during or after the calendar year in which such Participant attains the age
of fifty-five (55) and before the Participant attains the age of fifty-nine and one-half (59-1/2) years, before the Firm Account of such Participant is
fully vested, the Participant may elect to withdraw all or any portion of his or her vested Plan benefit prior to the Participant reaching the age of
fifty-nine and one-half (59-1/2) years. Such an election must be received by the Plan Administrator in a form suitable to the Plan Administrator. The
amount so withdrawn shall be distributed to the withdrawing Participant in the form specified by this Article as soon as practical after such election
is received.




4.    Effective March 1, 2002,
the first paragraph of Section 14.4 of the Plan is hereby amended to read in its entirety as follows:




14.4  Time of
Payment. As soon as practicable after a benefit becomes distributable in accordance with Section 14.1, the first paragraph of Section 14.2
or the first paragraph of Section 14.3, such benefit shall be distributed to the Participant entitled thereto in the form specified by this
Article.




5.    Effective January 1, 2003,
Section 16.2 of the Plan is hereby amended to read in its entirety as follows:




16.2  Latest Time
for Payment. The following provisions of this Section 16.2 will apply for purposes of determining required minimum distributions under
Section 401(a)(9) of the Code. The requirements of this


34

---

| |  | Section will take precedence over any inconsistent provisions of
the Plan. All distributions required under this Section will be determined and made in accordance with the Treasury Regulations under Section 401(a)(9)
of the Code. Notwithstanding the other provisions of this Section, distributions may be made under a designation made before January 1, 1984 in
accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section
242(b)(2) of TEFRA.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(A) |  | Required Beginning Date.  The
Participants entire interest will be distributed, or will begin to be distributed, to the Participant no later than the Participants
Required Beginning Date.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Death of Participant Before Distributions
Begin.  If the Participant dies before distributions begin, the Participants entire interest will be distributed, or begin to be
distributed, no later than as follows:
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) |  | If the Participants surviving spouse is the
Participants sole designated Beneficiary, and if the Participant or Beneficiary elects the life expectancy rule in accordance with Section
16.2(G), then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2, if later.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | If the Participants surviving spouse is not the
Participants sole designated Beneficiary, and if the Participant or Beneficiary elects the life expectancy rule in accordance with Section
16.2(G), then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in
which the Participant died.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | If there is no designated Beneficiary as of September 30 of the
year following the year of the Participants death, or if the Participant or Beneficiary does not elect the life expectancy rule in accordance
with Section 16.2(G), the Participants entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary
of the Participants death.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | If the Participants surviving spouse is the
Participants sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse
begin, this Section 16.2(B), other than Section 16.2(B)(1), will apply as if the surviving spouse were the Participant.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | For purposes of Sections 16.2(B), 16.2(D) and 16.2(E), unless
Section 16.2(B)(4) applies, distributions are considered to begin on the Participants Required Beginning Date. If Section 16.2(B)(4) applies,
distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 16.2(B)(1). If
distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participants Required
Beginning Date (or to the Participants surviving spouse before the date distributions are required to begin to the surviving spouse under Section
16.2(B)(1)), the date distributions are considered to begin is the date distributions actually commence.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Unless the Participants interest is distributed in the
form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution
calendar year distributions will be made in accordance with Sections 16.2(C), 16.2(D) and 16.2(E). If the Participants interest is distributed in
the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section
401(a)(9) of the Code and the Treasury Regulations.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | Required Minimum Distributions During Participants
Lifetime.  During the Participants lifetime, the minimum amount that will be distributed for each distribution calendar year is the
lesser of:
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) |  | the quotient obtained by dividing the Participants account
balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

35

---

| |  | Regulations, using the Participants age as of the
Participants birthday in the distribution calendar year; or
| |  | ---------------------------------------------------------------------------------------------------------------

|(2) |  | if the Participants sole designated Beneficiary for the
distribution calendar year is the Participants spouse, the quotient obtained by dividing the Participants account balance by the number in
the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participants and spouses
attained ages as of the Participants and spouses birthdays in the distribution calendar year.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Required minimum distributions will be determined under this
Section 16.2(C) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the
Participants date of death.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(D) |  | Required Minimum Distributions After Participants Death
on or After Date Distributions Begin.
|--- |  | ----------------------------------------------------------------------------------------------

|(1) |  | Participant Survived by Designated
Beneficiary.  If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount
that will be distributed for each distribution calendar year after the year of the Participants death is the quotient obtained by dividing the
Participants account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the
Participants designated Beneficiary, determined as follows:
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | The Participants remaining life expectancy is calculated
using the age of the Participant in the year of death, reduced by one for each subsequent year.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | If the Participants surviving spouse is the
Participants sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year
after the year of the Participants death using the surviving spouses age as of the spouses birthday in that year. For distribution
calendar years after the year of the surviving spouses death, the remaining life expectancy of the surviving spouse is calculated using the age
of the surviving spouse as of the spouses birthday in the calendar year of the spouses death, reduced by one for each subsequent calendar
year.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | If the Participants surviving spouse is not the
Participants sole designated Beneficiary, the designated Beneficiarys remaining life expectancy is calculated using the age of the
Beneficiary in the year following the year of the Participants death, reduced by one for each subsequent year.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | No Designated Beneficiary.  If the Participant
dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the
Participants death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participants
death is the quotient obtained by dividing the Participants account balance by the Participants remaining life expectancy calculated using
the age of the Participant in the year of death, reduced by one for each subsequent year.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(E) |  | Required Minimum Distributions After Participants Death
Before Date Distributions Begin.
|--- |  | -----------------------------------------------------------------------------------------

|(1) |  | Participant Survived by Designated
Beneficiary.  If the Participant dies before the date distributions begin and there is a designated Beneficiary, and if the Participant
or Beneficiary elects the life expectancy rule in accordance with Section 16.2(G), the minimum amount that will be distributed for each distribution
calendar year after the year of the Participants death is the quotient obtained by dividing the Participants account balance by the
remaining life expectancy of the Participants designated Beneficiary, determined as provided in Section 16.2(D). If the Participant dies before
the date distributions begin and there is a designated Beneficiary, and if neither the Participant nor Beneficiary elects the life expectancy rule in
accordance with Section 16.2(G), distribution
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

36

---

| |  | of the Participants entire interest will be completed by
December 31 of the calendar year containing the fifth anniversary of the Participants death.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | No Designated Beneficiary.  If the Participant
dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the
Participants death, distribution of the Participants entire interest will be completed by December 31 of the calendar year containing the
fifth anniversary of the Participants death.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Death of Surviving Spouse Before Distributions to Surviving
Spouse Are Required to Begin.  If the Participant dies before the date distributions begin, the Participants surviving spouse is
the Participants sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse
under Section 16.2(B)(1), this Section 16.2(E)(3) will apply as if the surviving spouse were the Participant.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(F) |  | Definitions.
|--- |  | ------------

|(1) |  | Designated Beneficiary:  The individual who is
designated as the Beneficiary under Section 3.4 of the Plan and is the designated Beneficiary under Section 401(a)(9) of the Code and Section
1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Distribution calendar year:  A calendar year
for which a minimum distribution is required. For distributions beginning before the Participants death, the first distribution calendar year is
the calendar year immediately preceding the calendar year which contains the Participants Required Beginning Date. For distributions beginning
after the Participants death, the first distribution calendar year is the calendar year in which distributions are required to begin under
Section 16.2(B). The required minimum distribution for the Participants first distribution calendar year will be made on or before the
Participants Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum
distribution for the distribution calendar year in which the Participants Required Beginning Date occurs, will be made on or before December 31
of that distribution calendar year.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Life expectancy:  Life expectancy as computed
by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Participants account balance:  The
Participants account balance as of the last Valuation Date in the calendar year immediately preceding the distribution calendar year (valuation
calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the
valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The
account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in
the distribution calendar year if distributed or transferred in the valuation calendar year.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Required Beginning Date:  April 1 of the
calendar year following the later of (a) the calendar year in which the Participant attains 70-1/2 years of age; and (b) if the Participant is not a
five percent (5%) owner, as defined in Section 416(i) of the Code, the calendar year in which the Participant incurs a Termination of
Employment.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(G) |  | Election of Life Expectancy Rule.  If the Plan
permits distribution of death benefits in the form of an annuity contract or installment payments over a period longer than five years, a Participant
or Beneficiary who has elected distribution in the form of an annuity contract or installment payments, may elect the life expectancy rule in Sections
16.2(B) and 16.2(E) to apply to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later
than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 16.2(B), or by September 30 of the
calendar year which contains the fifth anniversary of the Participants (or, if applicable, surviving spouses) death.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

37

---



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: |  | 
|------ |  | 

38

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SECOND AMENDMENT A.G. EDWARDS, INC. RETIREMENT AND PROFIT SHARING
PLAN 2002 RESTATEMENT



The A.G. Edwards, Inc. Retirement and Profit Sharing
Plan (the Plan) originally was adopted September 30, 1967. The Plan has been amended from time to time, most recently in the form of a
restated plan document dated February 24, 2002 (the 2002 Restatement) and a First Amendment to such Restatement.




A.G. Edwards, Inc., now wishes to amend the plan to
make technical changes requested by the Internal Revenue Service.




Except as otherwise explicitly provided, the
amendments made by this Second Amendment are effective as of January 1, 1997 or such later date as the amended Section became
effective.




NOW THEREFORE, the Plan is hereby amended as
follows:




6.    Effective January 1, 1998,
Section 3.6 is amended to read in its entirety as follows:




3.6  Compensation means, except as provided in the following sentence, the total amount paid to an Employee during a
Plan Year by an Employer in the form of salary, commissions, overtime pay, finders fees and bonuses (including corporate executive bonus, merit
bonus, institutional bonus, branch managers bonus or total production bonus); plus the amount of salary reduction as a result of an election
pursuant to a plan or plans governed by Section 401(k), Section 403(b), Section 457, Section 132(f)(4) or Section 125 of the Code. Notwithstanding the
above, Compensation shall not include: (1) amounts attributable to other sources such as, for example, contest awards, reimbursement of moving
expenses, life insurance premiums, tuition reimbursements, and amounts attributable to stock options or restricted stock; or (2) any payment
characterized as deferred compensation for purposes of Section 404 of the Code (either when earned or when paid).




Compensation of each Participant
taken into account under the Plan shall in no event exceed the amount specified in Section 401(a)(17) of the Code as adjusted by the Commissioner for
increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code ($200,000 for 2002).




7.    Section 3.20 is amended to
read in its entirety as follows:




3.20  Highly
Compensated Employee for a Plan Year means a Highly Compensated active Employee or a Highly Compensated former Employee.




A Highly Compensated active
Employee includes any Employee who (a) performs services for the Sponsor or an Affiliate during the Plan Year and who had Compensation in excess of the
amount specified in Section 414(q)(1)(B) of the Code, as adjusted by the Secretary for increases in the cost of living ($90,000 for 2003) for the
preceding Plan Year, or (b) is a five (5%) percent owner, as defined in Section 416(i) of the Code, at any time during the Plan Year or the preceding
Plan Year.




Highly Compensated Employees
shall be limited to Employees in the group consisting of the top twenty (20%) percent of Employees when ranked on the basis of compensation paid in
such prior Plan Year.




A Highly Compensated former
Employee includes any Employee who separated from service (or was deemed to have separated prior to the Plan Year), performs no service for the Sponsor
or an Affiliate during the Plan Year, and was a Highly Compensated active Employee for either the year of separation or any Plan Year ending on or
after the Employees fifty-fifth (55th) birthday.




The determination of who is a
Highly Compensated Employee will be made in accordance with Section 414(q) of the Code and the regulations thereunder.




8.    The following sentence is
added at the end of Section 6.7:




For purpose of this Section,
Excess Contributions for a Plan Year shall first be reduced by amounts previously distributed in accordance with Section 6.2 to correct Excess
Deferrals for the Plan Year.


39

---



4.    Section 7.6 is amended to
read in its entirety as follows:




Effective January 1, 2002,
subject to the age 50 catch-up contribution exception in Section 6.2, in no event shall the sum of the Employer Contributions, employee contributions
(other than Rollover contributions) and forfeitures allocated to the account of a Participant for the Plan Year exceed the lesser of:


|(A) |  | The amount specified in Section 415(c)(1)(A) of the Code, as
adjusted annually for any applicable increases in the cost of living in accordance with Section 415(d) of the Code, as in effect as of the last day of
the Plan Year ($40,000 for 2002); and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | One hundred percent (100%) of the Participants
compensation for such year.
|--- |  | ---------------------------------------------------------------------------



Effective January 1, 1998, for purposes of this
Section, compensation shall mean wages within the meaning of Section 3401(a) of the Code (for purposes of income tax withholding at the source) but
determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services
performed (such as the exceptions for agricultural labor and services performed outside the United States), plus the amount of salary reduction as a
result of an election pursuant to a plan or plans governed by Section 125, Section 401(k) or Section 403(b) of the Code (inclusively) and, on and after
January 1, 1998, Section 457 and Section 132(f)(4) of the Code.




Section 415 of the Code, which
limits the benefits and contributions under qualified plans, is hereby incorporated by reference. The limitation year shall be the Plan
Year.




Employer Contributions and
forfeitures under this Plan that cannot be credited to the account of a particular Participant for a Plan Year because of the limitations imposed by
this section shall be disposed of as follows: first, unmatched Deductible Employee Contributions, if any, shall be returned to the respective
Participants who made the contributions to the extent the distribution would reduce the excess in the Participants account; and secondly, any
remaining excess Employer Contribution and forfeitures allocable to the Employee Accounts of the Participant shall be held in a separate account
established and maintained by the Plan Administrator (the Suspense Account). Amounts credited to the Suspense Account shall be used to
reduce Employer Contributions for the next Plan Year (and succeeding Plan Years, if necessary) on behalf of such Participant if such Participant is
covered by the Plan as of the last day of the Plan Year. If such Participant is not covered by the Plan as of the end of the Plan Year, then such
excess amounts must be held unallocated in the Suspense Account for the Plan Year and allocated and reallocated in the next Plan Year to the accounts
of the remaining Participants as an Employer Contribution for such year. Amounts in Suspense Accounts must be used to reduce employer contributions for
all remaining Participants and may not be distributed. Deductible Employee Contributions refunded in accordance with this paragraph shall include any
income attributable thereto.




5.    Effective December 3,
2002, Section 8.10 is hereby deleted in its entirely.




6.    Section 11.1 is amended to
read in its entirety as follows:




11.1  Reduction
of Employer Contribution. The forfeitures for a Plan Year (to the extent not previously applied to reduce Employer Contributions) shall be
applied as part of the Employer Contribution required under Section 6.3 for the Plan Year. In addition, at the discretion of the Plan Administrator,
forfeitures that occur in a Plan Year before the Employer Contribution for the preceding Plan Year is actually made may be applied as part of the
Employer Contribution required under Section 6.3 for such preceding Plan Year.




7.    Section 12.4 is hereby
amended to read in its entirety as follows:




12.4  Availability of Loans. Effective December 3, 2002, a Participant who is an Employee may apply in writing to
the Plan Administrator to borrow from the Trust Fund up to the vested portion of their accounts. If the application is approved, the Plan Administrator
shall direct the Trustee to make the loan in a lump sum cash payment to the Participant. Loans shall be granted in a uniform and nondiscriminatory
manner without regard to the level of compensation, race, color, religion, age, sex or national origin of the Participant. The Plan Administrator shall
determine the terms of such loans, and shall adopt rules for administering loans hereunder, including prescribing processing fees, and may revise such
rules from time to time; provided such terms and rules apply to Participants in a uniform and nondiscriminatory manner. Loan rules shall be set forth
in such documents, including electronic format, as the Plan Administrator may determine.


40

---



A loan made in accordance with
this Section in excess of (when added to the outstanding balance of all other loans from the Plan to such Participant) the lesser of:


|(A) |  | $50,000 or such lower amount determined by the Plan
Administrator (reduced by the excess of the highest outstanding loan balance from the Plan during the one (1) year period ending on the day before the
date on which the loan is made over the outstanding loan balance from the Plan on the date the loan is made); and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | One-half (1/2) of the vested portion of the account balance of
the Participant immediately preceding the application for the loan (adjusted for any distributions or contributions made after such Valuation
Date)
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



shall be treated as taxable income to the
Participant.




8.    Section 14.1 is amended to
read in its entirety as follows:




14.1  Disability
and Fully Vested Over Age 59-1/2. If a Participant incurs a Termination of Employment because of Total Disability, or if a Participant
incurs a Termination of Employment after such Participant shall have attained the age of fifty-nine and one-half (59-1/2) years, the entire vested
benefit of such Participant, if any, determined in accordance with Section 9.2, shall become distributable after the employment of such Participant
with the Employers so terminated.




9.    Section 14.3 is amended to
read in its entirety as follows:




14.3  Partially
Vested. If a Participant incurs a Termination of Employment for reasons other than death or Total Disability before the Firm Account of
such Participant is fully vested, the benefit of such Participant shall be held in Trust until the second December 31st which occurs after
the date on which his employment with the Employers is so terminated. As soon as practical after such December 31st the vested portion of
such benefit, if any, shall become distributable; provided that the amount credited to the accounts of a Participant whose employment with the
Employers is so terminated shall not become distributable on account of a Termination of Employment if such Participant is re-employed in Covered
Service before such December 31st; provided that, the entire benefit of a Participant who receives severance benefits in accordance with
Appendix A or Appendix B of the A.G. Edwards Severance Benefit Plan in connection with the workforce reduction implemented in the first three months of
the year 2002 shall be distributed as soon as practical after the Termination of Employment of the Participant.




As of the earlier of (A) the date
as of which benefits are distributed to the Participant, or (B) the date on which the Participant incurs a Break in Service of at least five
consecutive years, the unvested portion of the account balance of the Participant shall be forfeited. For this purpose, if the value of the vested
portion of an Employees account balance is zero upon his Termination of Employment, the Employee shall be deemed to have received a distribution
of such vested account as of his or her Termination of Employment.




If a Participant incurs a
Termination of Employment for reasons other than death or Total Disability during or after the calendar year in which such Participant attains the age
of fifty-five (55) and before the Participant attains the age of fifty-nine and one-half (59-1/2) years, before the Firm Account of such Participant is
fully vested, the Participant may elect to withdraw all or any portion of his or her vested Plan benefit prior to the Participant reaching the age of
fifty-nine and one-half (59-1/2) years. Such an election must be received by the Plan Administrator in a form suitable to the Plan Administrator. The
amount so withdrawn shall be distributed to the withdrawing Participant in the form specified by this Article as soon as practical after such election
is received.




10.    Section 14.8 is amended
to read in its entirety as follows:




14.8  Direct
Rollover of Eligible Rollover Distributions.


|(A) |  | Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributees election under this section, a distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a
direct rollover.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

41

---

|(B) |  | Definitions.
|--- |  | ------------

|(1) |  | Eligible rollover distribution:  An eligible
rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover
distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributees
designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section
401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities); and, effective January 1, 1999, any hardship distribution described in Section
401(k)(2)(B)(i)(IV).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Eligible retirement plan:  An eligible
retirement plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section
408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts
the distributees eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an Individual Retirement Account or Individual Retirement Annuity.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Distributee:  A distributee includes an
employee or former employee. In addition, the employees or former employees surviving spouse and the employees or former
employees spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the
Code, are distributees with regard to the interest of the spouse or former spouse.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Direct rollover:  A direct rollover is a
payment by the plan to the eligible retirement plan specified by the distributee.
|--- |  | --------------------------------------------------------------------------------------------------------------------------



On and after January 1, 2002, for
purposes of this section, an eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan
under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan. The definition of
eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate
payee under a qualified domestic relation order, as defined in Section 414(p) of the Code. Any amount that is distributed on account of hardship shall
not be an eligible rollover distribution and the distributee may not elect to have any portion of such a distribution paid directly to an eligible
retirement plan. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax
employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or
annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code
that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible
in gross income and the portion of such distribution which is not so includible.




11.    Section 22.6 is amended
to read in its entirety as follows:




22.6  Minimum
Benefits. If the Plan is determined to be Top-Heavy for a Plan Year in accordance with Section 22.1, the Employers shall contribute on
behalf of each Participant who is not a Key Employee (in addition to the Employees Deductible Contribution) the lesser of three percent (3%) of
such Participants Compensation for such Plan Year and the highest percentage of Compensation allocated to the account of a Key Employee for that
year (including Deductible Contributions).


42

---



On and after January 1, 2002,
Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of section 416(c)(2) of
the Code and the plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching
contributions for purposes of the actual contribution percentage test and other requirements of section 401(m) of the Code.




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: |  | 
|--- |  | 

|Title: |  | 
|------ |  | 

|Date: |  | 
|----- |  | 

43

---

THIRD AMENDMENT A.G. EDWARDS, INC. RETIREMENT AND PROFIT SHARING
PLAN 2002 RESTATEMENT



The A.G. Edwards, Inc. Retirement and Profit Sharing
Plan (the Plan) originally was adopted September 30, 1967. The Plan has been amended from time to time, most recently in the form of a
restated plan document dated February 24, 2002 (the 2002 Restatement) and a First and Second Amendment to such
Restatement.




A.G. Edwards, Inc., now wishes to amend the Plan to
accelerated vesting and payment of benefits for certain Participants in conjunction with the sale of CPI Qualified Plan Consultants, Inc. by A.G.
Edwards, Inc. and to add certain severance payment provisions.




Except as otherwise explicitly provided, the
amendments made by this Third Amendment are effective as of February 20, 2004 or such later date as the amended Section became
effective.




NOW THEREFORE, the Plan is hereby amended as
follows:




9.    Subparagraph (D) is added
to Section 4.5 to read in its entirety as follows:




(D)Any Participant whose
participation in the Plan is terminated because of the sale of CPI Qualified Plan Consultants, Inc. by A.G. Edwards, Inc., shall be granted immediate
vesting of their Firm Account.




10.    Section 14.2 is amended
to read in its entirety as follows:




14.2  Fully
Vested Under Age 59-1/2. If a Participant incurs a Termination of Employment for reasons other than death or Total Disability before such
Participant shall have attained the age of fifty-nine and one-half (59-1/2) years, and the Firm Account of such Participant is fully vested at the time
of such termination, the entire benefit of such Participant, if any, determined in accordance with Section 9.2, shall become distributable as soon as
practical after the second December 31st which occurs after the date of such Termination of Employment; provided that the benefit of a
Participant whose employment with the Employers is so terminated shall not become distributable on account of a Termination of Employment if such
Participant is re-employed before such December 31st, except that a Participant who is re-employed only in uncovered Service may elect
before (but not after) such December 31st to receive such distribution; provided that, the entire benefit of (A) a Participant who receives
severance benefits or an alternate payment in accordance with Appendix A or Appendix B of the A.G. Edwards Severance Benefit Plan in connection with
the workforce reduction implemented in the first three months of the year 2002 and (B) a Participant who receives severance benefits or a departure
bonus in accordance with Appendix D of the A.G. Edwards Severance Benefit Plan in connection with the workforce reduction implemented in the first
three months of the year 2004 and (C) a Participant whose participation in the Plan is terminated because or the sale of CPI Qualified Plan
Consultants, Inc. by A.G. Edwards, Inc. shall become distributable as soon as practical after the Termination of Employment of the
Participant.




3.    Section 14.3 is amended to
read in its entirety as follows:




14.3  Partially
Vested. If a Participant incurs a Termination of Employment for reasons other than death or Total Disability before the Firm Account of
such Participant is fully vested, the benefit of such Participant shall be held in Trust until the second December 31st which occurs after
the date on which his employment with the Employers is so terminated. As soon as practical after such December 31st the vested portion of
such benefit, if any, shall become distributable; provided that the amount credited to the accounts of a Participant whose employment with the
Employers is so terminated shall not become distributable on account of a Termination of Employment if such Participant is re-employed in Covered
Service before such December 31st; provided that, the entire benefit of (A) a Participant who receives severance benefits in accordance with
Appendix A or Appendix B of the A.G. Edwards Severance Benefit Plan in connection with the workforce reduction implemented in the first three months of
the year 2002 and (B) a Participant who receives severance benefits or an alternative payment in accordance with Appendix D of the A.G. Edwards
Severance Benefit Plan in connection with the workforce reduction implemented in the first three months of the year 2004 and (C) a Participant whose
participation in the Plan is terminated because or the sale of CPI Qualified Plan


44

---

Consultants,
Inc. by A.G. Edwards, Inc. shall become  distributable as soon as practical after the
Termination of Employment of the Participant.



As of the earlier of (A) the date
as of which benefits are distributed to the Participant, or (B) the date on which the Participant incurs a Break in Service of at least five
consecutive years, the unvested portion of the account balance of the Participant shall be forfeited. For this purpose, if the value of the vested
portion of an Employees account balance is zero upon his Termination of Employment, the Employee shall be deemed to have received a distribution
of such vested account as of his or her Termination of Employment.




If a Participant incurs a
Termination of Employment for reasons other than death or Total Disability during or after the calendar year in which such Participant attains the age
of fifty-five (55) and before the Participant attains the age of fifty-nine and one-half (59-1/2) years, before the Firm Account of such Participant is
fully vested, the Participant may elect to withdraw all or any portion of his or her vested Plan benefit prior to the Participant reaching the age of
fifty-nine and one-half (59-1/2) years. Such an election must be received by the Plan Administrator in a form suitable to the Plan Administrator. The
amount so withdrawn shall be distributed to the withdrawing Participant in the form specified by this Article as soon as practical after such election
is received.




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


|By: |  | 
|--- |  | 

|Title: |  | 
|------ |  | 

|Date: |  | 
|----- |  | 

45

---

FOURTH AMENDMENT A.G. EDWARDS, INC. RETIREMENT AND PROFIT SHARING
PLAN 2002 RESTATEMENT



The A.G. Edwards, Inc. Retirement and Profit Sharing
Plan (the Plan) originally was adopted September 30, 1967. The Plan has been amended from time to time, most recently in the form of a
restated plan document dated February 24, 2002 (the 2002 Restatement) and a First, Second and Third Amendment to such
Restatement.




A.G. Edwards, Inc., now wishes to amend the Plan to
change the force-out amount from $5,000 to $1,000.




NOW THEREFORE, effective March 28, 2005, the Plan is
hereby amended to provide in Section 14.4, second paragraph, first sentence that the current amount of $5,000 shall be $1,000 so that the paragraph
reads as follows:




Notwithstanding the above, if the vested portion of
the balance credited to a Participants accounts exceeds $1,000 at the time of the distribution to the Participant (regardless of such value at
any previous time), and the Participant has not attained his Normal Retirement Age, the Participant must consent in writing, or the functional
equivalent of writing, before any portion of such accounts may be distributed to him. For this purpose, the value of the Participants vested
account balance shall be determined without regard to that portion of the account balance that is attributable to rollover contributions (and earnings
allocable thereto) within the meaning of Sections 402(c), 403(a), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code.




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


|By: |  | Douglas L. Kelly
Corporate Secretary
|--- |  | ------------------------------------

|Date: |  | 
|----- |  | 

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