MARSHALL & ILSLEY CORPORATION
ANNUAL EXECUTIVE INCENTIVE COMPENSATION PLAN
as of January 15, 2004
1. Purpose . The Board of Directors of Marshall & Ilsley Corporation adopted this Annual Executive Incentive
Compensation Plan (the “Plan”) on February 21, 2002. The Plan is intended to establish a correlation between the annual
incentives awarded to the participants and the Company’s financial performance. The participants will receive an incentive
award if the performance goals, as fixed by the Compensation and Human Resources Committee of the Board of Directors of
Marshall & Ilsley Corporation (the “Committee”) pursuant to the terms of the Plan, are met. Subject to approval by the
shareholders of Marshall & Ilsley Corporation, the Plan will be applicable to 2002 and subsequent years unless and until
terminated by the Committee. If shareholder approval is not obtained, the Plan will not take effect. The Plan is intended to meet
the requirements of Section 162(m) of the Internal Revenue Code, and the regulations thereunder, so that compensation
received pursuant to the Plan will be performance-based compensation excludable from the $1 million limitation on deductible
2. Definitions . As used in the Plan, the following terms have the meanings indicated:
(a) “Award Table” means a table similar in type to Exhibit A, with changes necessary to adapt to the performance
criteria selected by the Committee for the Performance Year and to display other objective factors necessary to determine
the amount, if any, of the incentive award for the Performance Year.
(b) “Board” means the Board of Directors of the Company.
(c) “Code” means the Internal Revenue Code of 1986, as amended from time to time.
(d) “Committee” means the Compensation and Human Resources Committee of the Board.
(e) “Company” means Marshall & Ilsley Corporation and its subsidiaries including subsidiaries of subsidiaries and
partnerships and other ventures in which Mars