MARSHALL & ILSLEY CORPORATION
1995 DIRECTORS STOCK OPTION PLAN
as amended on August 15, 2002
as further amended on October 19, 2006
1. PURPOSE OF THE PLAN
The purpose of the Marshall & Ilsley Corporation 1995 Directors Stock Option Plan (the “Plan”) is to promote the best
interests of Marshall & Ilsley Corporation (the “Company”) and its shareholders by providing the non-employee directors of
the Company with an opportunity to acquire a proprietary interest in the Company thereby more closely aligning their interests
with those of shareholders and providing a stronger incentive for them to put forth maximum effort for the continued success
and growth of the Company. In addition, the opportunity to acquire a proprietary interest in the Company will aid the Company
in attracting and retaining qualified personnel to serve as directors of the Company.
2. ADMINISTRATION OF THE PLAN
(a) Procedure; Disinterested Directors . The Board of Directors will administer the Plan; provided, however, that the
Board of Directors may appoint a committee (the “Committee”) of not less than three (3) directors to administer the Plan if
the Board of Directors deems it necessary or advisable to appoint such Committee, or if it is otherwise necessary to
appoint such Committee in order to comply with the exemptive rules promulgated pursuant to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(b) Powers . Grants of options to purchase the common stock, par value $1.00 per share (“Common Stock”), of the
Company under the Plan (the “Options”) and the amount, price, and timing of the awards to be granted will be automatic as
described in Section 5. However, all questions of interpretation of the Plan will be determined by the Board of Directors or
the Committee, as applicable, and such determination will be final and binding upon all parties.
3. PARTICIPANTS IN THE PLAN
Participants in the Plan shall consist of all present or future directors of the Company w