RESTRICTED STOCK AGREEMENT
This Agreement is made and entered into as of the _______ day of ____________, ______ by and between
MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (the "Company"), and
________________ (the "Employee"). All terms used herein and not otherwise defined shall have the same
meaning as set forth in the Company's 2003 Executive Stock Option and Restricted Stock Plan (the "Plan").
The Compensation and Human Resources Committee of the Board of Directors of the Company (the
"Committee") desires to induce the Employee to provide services to the Company, to provide Employee with a
stronger incentive to strive for the continued success and growth of the Company and to further align his interests
with those of the Company's shareholders.
The Committee has determined to award to the Employee _________ shares of the Common Stock of the
Company having a par value of $1.00 per share ("Common Stock"), subject to the restrictions contained herein,
pursuant to the Plan.
NOW, THEREFORE, in consideration of the benefits that the Company expects to be derived in connection
with the services to be hereafter rendered to it or its subsidiaries by the Employee, the Company and the
Employee hereby agree as follows:
1.1. Vesting of the Restricted Shares. ___________ percent of the Restricted Shares shall vest on __________,
provided that the Employee is still in the employ of the Company. Notwithstanding the foregoing, the Restricted
Shares shall continue to vest upon the disability of the Employee within the meaning of the Company's long-term
disability plan and shall immediately vest upon the Employee's death or a Change in Control of the Company.
Any Restricted Shares which do not vest shall revert to the Company. The period during which the Restricted
Shares are unvested is referred to herein as the Restricted Period.
1.2. Shareholder Status. Prior to the vesting of the Restricted Shares, Employee shall have the ri