Exhibit 10(qq)
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION
Directors of Marshall & Ilsley Corporation (“M&I” or the “Company”) who are not employees are paid a retainer fee of
$24,000 per year. In addition, non-employee directors receive a fee of $1,500 for each Board meeting which they attend and
$1,000 for each committee meeting which they attend. The chairs of the Audit, Compensation and Human Resources,
Nominating and Corporate Governance, and Retirement Investment Committees are paid a retainer fee of $5,000 per year. Mr.
Urdan is also paid $5,000 per year to act as presiding director at the non-management executive sessions of the Board. M&I has
established a deferred compensation plan for its directors. Under such plan, all or part of the fees received by a director may be
deferred at the election of the director. Amounts deferred may be allocated to one of two accounts as selected by the
participating director: (i) a Company common stock (the “Common Stock”) account or (ii) a cash account, earning interest at a
rate equal to that earned on U.S. Treasury Bills with maturities of 13 weeks. Payment of benefits from the Common Stock
account is made in shares of Common Stock. The deferred compensation plan also allows directors to defer the receipt of shares
issued upon the exercise of stock options, but only to the extent allowable under Section 409A of the Code. Deferred amounts
are payable to a participating director at the election of the participating director. The election choices for 2005 plan year
deferrals range from lump sum distribution after termination to five or ten annual installments after termination of service.
Messrs. Jacobs, Johnson, Kellner, Mellowes, Meyer, O’Toole, Schaefer and Urdan elected to defer compensation under the
plan during 2004. Directors of M&I who are also directors of subsidiaries of M&I receive compensation from such subsidiaries
in varying amounts based on the director compensation schedule of such subsidiaries. Directors of subsidiaries