MARSHALL & ILSLEY CORPORATION
AMENDED AND RESTATED
EXECUTIVE DEFERRED COMPENSATION PLAN
as of August 21, 2003
Establishment of Plan and Purpose
1.01. Establishment of Plan. Marshall & Ilsley Corporation has established the Marshall & Ilsley Executive
Deferred Compensation Plan, effective as of January 1, 1997 (the "Plan").
1.02. Purpose of Plan. The Plan shall permit a select group of senior management and highly compensated
employees to enhance the security of themselves and their beneficiaries following the termination of their
employment with the Companies (as defined herein) by deferring until that time a portion of the compensation
which may otherwise be payable to them at an earlier date (including the deferral of stock option gains and
receipt of restricted stock). By allowing key management employees to participate in the Plan, the Company
expects the Plan to benefit it in attracting and retaining the most capable individuals to fill its executive positions in
The parties intend that the arrangements described herein be unfunded for purposes of Title I in the Employee
Retirement Income Security Act as amended from time to time.
Definitions and Construction
As used herein, the following words shall have the following meanings:
(a) Accounts. The accounts maintained for each Participant pursuant to Article V, below.
(b) Administrator. The person or persons selected pursuant to Article VIII below to control and manage the
operation and administration of the Plan.
(c) Beneficiaries. Those persons designated by a Participant to receive benefits hereunder or, failing such a
designation, the spouse or, if none, the Estate of a Participant.
(d) Change of Control. Change of Control shall have the same meaning as in the Marshall & Ilsley Corporation
2003 Executive Stock Option and Restricted Stock Plan.
(e) Committee. The Compensation and Human Resources Committee of the Board of Directors of the Compan