AMENDMENT TO CHANGE OF CONTROL AGREEMENT
THIS AMENDMENT is dated this 18th day of October, 2001 and is entered into between MARSHALL &
ILSLEY CORPORATION (the "Company") and _________________ (the "Executive").
WHEREAS, the Compensation and Human Resources Committee of the Company (the "Committee")
determined at its meeting on October 18, 2001 that the Change of Control Agreement between the Company
and the Executive dated __________________ (the "Agreement") should be amended to provide a gross-up
payment to the Executive in the event certain payments to the Executive as a result of a Change of Control of the
Company are subject to an excise tax; and
WHEREAS, the Committee, realizing the cost of the gross-up payment to the Company, wishes to limit the
circumstances under which such a gross-up payment will be paid to cases in which the required reduction in
payments to the Executive in order to avoid the excise tax are greater than $50,000.
NOW, THEREFORE, the parties hereto hereby agree as follows.
1. Replacement of Section 8. Section 8 of the Agreement is hereby deleted in its entirety and replaced with the
"8. Excise Tax Payments.
(a) If any payment or distribution to or for the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his
employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are
incurred by the Executive with respect to such excise tax (such excise tax, together with any interest and
penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),