Exhibit 10(hh)
AMENDED AND RESTATED
MARSHALL & ILSLEY CORPORATION
SUPPLEMENTARY RETIREMENT BENEFITS PLAN
ARTICLE I
Establishment of Plan and Purpose
1.01. Amended and Restated Plan. This document contains the amended and restated Marshall & Ilsley
Corporation Supplementary Retirement Benefits Plan, effective as of January 1, 1997 (the "Plan").
1.02. Preamble and Purpose. Marshall & Ilsley Corporation is a sponsoring employer of the M&I Retirement
Growth Plan (the "Retirement Plan"), a defined contribution retirement plan, qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). Allocations under the Retirement Plan are restricted
for some employees in order to satisfy the requirements of Code Section 415. In addition, the amount which an
employee can receive as an allocation under the Retirement Plan may be restricted due to the limit on annual
compensation which can be taken into account under the Retirement Plan for any year under Code Section 401
(a)(17). Also, selected employees may choose to participate in the Marshall & Ilsley Corporation Executive
Deferred Compensation Plan (the "Deferred Compensation Plan"), under which he may defer up to 80% of his
base salary and up to 100% of his incentive. Section 4.03 of the Deferred Compensation Plan provides that if the
deferrals thereunder result in a reduction in allocations to the employee under any qualified plan maintained by
Marshall & Ilsley Corporation, such reduction will be credited to a nonqualified retirement plan. If it is necessary
to restrict allocations to employees under the Retirement Plan as a result of the rules of Code Sections 401(a)
(17) and/or 415 or deferrals under the Deferred Compensation Plan, Marshall & Ilsley Corporation desires to
provide supplementary unfunded payments under this Plan designed to maintain the level of total retirement
benefits, which but for the limitations on benefits required by Code Sections 401(a)(17) and/or 415 or as a result
of deferrals under the