MARSHALL & ILSLEY CORPORATION
2003 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
effective January 1, 2006, retroactive to January 1, 2005
1. Objectives . The Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan is designed to
attract and retain certain selected officers, key employees, non-employee directors and consultants whose skills and talents are
important to the Company’s operations, and reward them for making major contributions to the success of the Company. These
objectives are accomplished by making awards under the Plan, thereby providing Participants with a proprietary interest in the
growth and performance of the Company.
2. Definitions .
(a) “Award” shall mean the grant of any form of stock option or stock award to a Plan Participant pursuant to such
terms, conditions and limitations as the Board or Committee may establish in order to fulfill the objectives of the Plan.
(b) “Award Agreement” shall mean the agreement that sets forth the terms, conditions and limitations applicable to an
(c) “Board” shall mean the Board of Directors of Marshall & Ilsley Corporation.
(d) “Cause” shall mean the discharge of an employee on account of fraud or embezzlement against the Company or
serious and willful acts of misconduct which are detrimental to the business of the Company.
(e) “Change in Control” shall mean any of the following:
(i) The acquisition by any individual, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of thirty-three percent (33%) or more of either (A) the then
outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the
combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Compan