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                             AMENDMENT NO. 4 TO THE

                                RIGHTS AGREEMENT

                             DATED DECEMBER 30, 1988



     THIS AGREEMENT is made and entered into as of this 15th day of December,

2000, by and between A.G. Edwards, Inc., a Delaware corporation (the "Company"),

and Bank of New York, a New York corporation (the "Rights Agent").



                                   WITNESSETH:



     WHEREAS, the Company and Boatmen's Trust Company executed a Rights

Agreement dated December 30, 1988 which was thereafter amended by Amendments No.

1, 2 and 3 to the Rights Agreement entered into as of May 24, 1991, June 22,

1995 and July 11, 1997, respectively (collectively, the "Rights Agreement");



     WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and

Rights Agent are authorized to amend the Rights Agreement without the approval

of any holders of Rights Certificates if, prior to the Distribution Date (as

defined in the Rights Agreement), the Company deems the change to be necessary

or desirable; and



     WHEREAS, the Company so deems it desirable and in the best interests of the

Company and its stockholders to amend and change certain provisions of the

Rights Agreement as set forth herein.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements

herein set forth, the parties hereby agree as follows:



     SECTION 1.  Amendment of Rights Agreement.  (a)  Section 1(a) of the Rights

Agreement is hereby amended by striking therefrom the phrase ", without the

prior approval of a majority of the Continuing Directors (as such term is

hereinafter defined)".



     (b)  Each of the definitions of "Continuing Director," "Offer," "Triggering

Event," "Whole Board," and "Voting Stock" in Sections 1(h), 1(m), 1(s), 1(t) and

1(u), respectively, of the Rights Agreement are hereby deleted and replaced with

"(RESERVED)".



     (c)  Sections 1(j) and 11(a) of the Rights Agreement are hereby amended by

replacing the references therein to "a majority of the Continuing Directors"

with "the Board of Directors of the Company"; and Section 11(c) of the Rights

Agreement is hereby amended by replacing the reference therein to "a majority of

the Continuing Directors in office at the time" with "its Board of Directors".



     (d)  Section 7(b) of the Rights Agreement, as amended, is hereby amended by

replacing the reference therein to "$90.00 as of June 22, 1995" with "$150.00 as

of December 15, 2000".



     (e)  Section 11(c) of the Rights Agreement is hereby amended by adding at

the end of such Section the following:

     "Notwithstanding the foregoing, the Board of Directors of the Company shall

     not be authorized to effect such exchange at any time after any Person

     (other than the Company, any Subsidiary of the Company, any employee

     benefit plan of the Company or any such Subsidiary, or any entity holding

     shares of Common Stock for or pursuant to the terms of any such plan),

     together with all Affiliates and Associates of such Person, becomes the

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