DATED APRIL 3, 1995,
BETWEEN M&I AND MR. D.R. JONES
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of the 3rd day of April, 1995,
by and between MARSHALL & ILSLEY CORPORATION (the "Company") and DENNIS R. JONES (the
"Executive") (herein collectively referred to as "the parties")
W I T N E S S E T H:
WHEREAS, the Company and the Executive have entered into an Employment Agreement dated as of the 5th
day of November, 1990 (the "Employment Agreement"); and
WHEREAS, the parties wish to amend the Employment Agreement.
NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed
1. The following Section 22 is hereby added to the Employment Agreement.
"22. Limitation on Payments.
(a) Notwithstanding anything contained herein to the contrary, prior to the payment of any amounts pursuant to
Section 6(a) hereof, an independent national accounting firm designated by the Company (the "Accounting Firm")
shall compute whether there would be any "excess parachute payments" payable to the Executive, within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), taking into account
the total "parachute payments," within the meaning of Section 280G of the Code, payable to the Executive by the
Company or any successor thereto under this Agreement and any other plan, agreement or otherwise. If there
would be any excess parachute payments, the Accounting Firm will compute the net after-tax proceeds to the
Executive, taking into account the excise tax imposed by Section 4999 of the Code, if (i) the payments hereunder
were reduced, but not below zero, such that the total parachute payments payable to the Executive would not
exceed three (3) times the "base amount" as defined in Section 280G of the Code, less One Dollar ($1.00), or
(ii) the payments hereunder were not reduced. If reducing the payments hereunder w