____________________________________________________________________________________


AGREEMENT AND PLAN OF MERGER

dated May 30, 2007

among

WACHOVIA CORPORATION,

WHITE BIRD HOLDINGS, INC.

and

A.G. EDWARDS, INC.


____________________________________________________________________________________

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TABLE OF CONTENTS (continued)

Page

-iii-

     AGREEMENT AND PLAN OF MERGER, dated May 30, 2007 (this Agreement), among Wachovia Corporation, a North Carolina corporation (Wachovia), White Bird Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Wachovia (Merger Sub), and A.G. Edwards, Inc., a Delaware corporation (A.G. Edwards).

RECITALS

     A. The Proposed Transaction. The parties intend to effect a strategic business combination through the merger of A.G. Edwards with and into Merger Sub (the Merger), with Merger Sub the surviving corporation (the Surviving Corporation).

     B. Board Determinations. The respective boards of directors of Wachovia, Merger Sub and A.G. Edwards have each determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of their respective stockholders and are consistent with, and will further, their respective business strategies and goals, and, therefore, have approved the Merger and this Agreement.

     C. Approval of Stockholder of Merger Sub. Wachovia, as the sole stockholder of Merger Sub, has approved this Agreement, the Merger and the other transactions contemplated hereby.

     D. Intended Tax Treatment. The parties intend the Merger to be treated as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code), and the rules and regulations thereunder, and intend for this Agreement to constitute a plan of reorganization within the meaning of the Code.

     NOW, THEREFORE, in consideration of the premises, and of the mutual representations, warranties, covenants and agreements contained in this Agreement, Wachovia, Merger Sub and A.G. Edwards agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

1.01. Definitions. This Agreement uses the following definitions:

Acquisition Proposal means a tender or exchange offer to acquire more than 15% of the voting power in A.G. Edwards or any of its Significant Subsidiaries, a proposal for a merger, consolidation or other business combination involving A.G. Edwards or any of its Significant Subsidiaries or any other proposal or offer to acquire in any manner more than 15% of the voting power in, or more than 15% of the business or assets of, A.G. Edwards or any of its Significant Subsidiaries, other than the transactions contemplated hereby; provided, however, that for purposes of Section 8.03(a), references in this

definition to more than 15% shall be deemed to be references to 50% or more.

Advisers Act means the Investment Advisers Act of 1940 and the rules and regulations promulgated thereunder.

A.G. Edwards has the meaning assigned in the Preamble.

A.G. Edwards Affiliate has the meaning assigned in Section 6.07.

A.G. Edwards Board means the board of directors of A.G. Edwards.

 A.G. Edwards Common Stock means the common stock, par value $1.00 per share, of A.G. Edwards.

 A.G. Edwards DRIP means a Dividend Reinvestment Plan of A.G. Edwards, if any.

 A.G. Edwards ESPP means A.G. Edwards 2002 Employee Stock Purchase Plan (2005 Restatement).

A.G. Edwards Insiders means those officers and directors of A.G. Edwards subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

A.G. Edwards Meeting has the meaning assigned in Section 6.02(b).

A.G. Edwards Preferred Stock means the preferred stock, par value $25.00 per share, of A.G. Edwards.

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