AMENDMENT TO CONSULTING AGREEMENT
AND SUPPLEMENTAL RETIREMENT PLAN
THIS AMENDMENT, made and entered into as of the 13th day of August, 1992, between Marshall & Ilsley
Corporation, a Wisconsin corporation (the "Company") and J.A. Puelicher (the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive Compensation Committee of the Board of Directors of Marshall & Ilsley Corporation
adopted the following resolution at their meeting of August 13, 1992:
"FURTHER RESOLVED, that the Consulting Agreement and Supplemental Retirement Plan dated as of
October 1, 1986, between Mr. Puelicher and the Company (the "Consulting Agreement") be amended to
provide that the Company, after the retirement of Mr. Puelicher, will pay an annual insurance premium of
$112,470 to NML in connection with the Policy until the earlier of (i) Mr. Puelicher's death, (ii) nineteen years
from the date of the Policy's issue, or (iii) such time as the Policy is paid up."
NOW, THEREFORE, the parties hereby agree as follows:
1. The following Paragraph 4D is added immediately following Paragraph 4C:
"D. Payment of Insurance Premiums. During the period that the Executive is receiving Retirement Benefits
pursuant to Paragraph 4A hereof, the Company shall pay to Northwestern Mutual Life Insurance Company in
connection with Policy Number 12 236
596 (the "Policy") an annual insurance premium of $112,470 until the earlier of (i) Mr. Puelicher's death, (ii)
nineteen years from the date of the Policy's issue, or (iii) such time as the policy is paid up."
2. Except as specifically amended above, the Consulting Agreement is hereby ratified and confirmed and shall
remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed by the parties as of the day, month and year
first above written.
MARSHALL & ILSLEY CORPORATION
By: /s/ Jack F. Kellner
Jack F. Kellner, Chairman
Board of Directors
Attest: /s/ M.A.