Amended August 12, 1999
MARSHALL & ILSLEY CORPORATION
AMENDED AND RESTATED
EXECUTIVE DEFERRED COMPENSATION PLAN
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. 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 Companies.
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) Account. The account 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 means any of the following: (a) the commencement by any person or
group of persons, other than one or more of the Companies, of a tender or exchange offer for twenty-five
percent (25%) or more of the outstanding shares of the common stock of the Company; (b) the acceptance by
the Board of Directors of