Amended August 12, 1999
MARSHALL & ILSLEY CORPORATION
AMENDED AND RESTATED
1994 LONG-TERM INCENTIVE PLAN FOR EXECUTIVES
1. PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the best interests of Marshall & Ilsley Corporation and enhance
shareholder value by attracting and retaining key personnel and providing such employees with an incentive to put
forth maximum effort for the continued success and growth of the Company.
(a) "Account" shall mean the account established and administered for the benefit of a Participant under the Plan.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the Committee of the Board of Directors constituted as provided in Paragraph 3 of
(d) "Company" shall mean Marshall & Ilsley Corporation, a Wisconsin corporation.
(e) "Employees" shall mean those individuals who are executive officers or senior managers of the Company or its
(f) "Market Price" shall mean the closing sale price of a Share on the NASDAQ National Market System as
reported in the Midwest Edition of the Wall Street Journal, or such other market price as the Committee may
determine in conformity with pertinent law and regulations of the Treasury Department.
(g) "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.
(h) "Parent" shall mean a parent corporation of the Company as defined in Section 424(e) of the Code.
(i) "Participant" shall mean an Employee designated by the Committee to be a participant in the Plan.
(j) "Plan" shall mean the 1994 Long-Term Incentive Plan for Executives of the Company.
(k) "Share" or "Shares" shall mean the $ 1.00 par value common stock of the Company.
(l) "Subsidiary" shall mean a subsidiary corporation of the Company as defined in Section 424(f) of the Code.
(m) "Triggering Event" shall mean the first to occur of the following:
(i) The acquisition by any individual, entity or "group" (within the meaning of Section 13(d)(