AMENDED AND RESTATED
DIRECTORS DEFERRED COMPENSATION PLAN
MARSHALL & ILSLEY CORPORATION
as of August 21, 2003
The Board of Directors of Marshall & Ilsley Corporation ("the Company") initially established this Directors
Deferred Compensation Plan, effective as of January 1, 1985 (the "Plan"). The Plan was amended and restated
effective January 1, 1995 and February 12, 1998, and further amended and restated effective August 21, 2003.
The purpose of the Plan is to allow the Company's directors to elect to defer their compensation for serving on
the Company's Board (including the deferral of gains on the exercise of stock options and vesting of restricted
stock). Such deferrals are deemed invested, at the directors' elections, in either common stock of the Company
("Common Stock") or Treasury Bills (with the exception of gains on the exercise of stock options and vesting of
restricted stock which must be invested in Common Stock). At retirement from the Board, deferrals are paid out
over a period of time previously designated by each director, unless otherwise provided herein.
"Account A" means a bookkeeping account being administered for the benefit of a Participant under Paragraph
"Account B" means a bookkeeping account being administered for the benefit of a Participant under Paragraph
"Account C" means a bookkeeping account being administered for the benefit of a Participant under Paragraph
"Administrator" means the person or persons selected pursuant to Article VI, below, to control and manage the
operation and administration of the Plan.
"Change in Control" has the same meaning as in the Marshall & Ilsley Corporation 2003 Executive Stock Option
and Restricted Stock Plan.
"Committee" means the Compensation and Human Resources Committee of the Board of Directors of the
"Common Stock" means the authorized and issued or unissued $1.00 par value common stock of the Company.