MARSHALL & ILSLEY CORPORATION
2005 EXECUTIVE DEFERRED COMPENSATION PLAN
as amended December 18, 2008
Establishment of Plan and Purpose
1.01. Establishment of Plan . Marshall & Ilsley Corporation has established the 2005 Marshall & Ilsley Executive Deferred
Compensation Plan, effective as of December 16, 2004 (the “Plan”).
1.02. Purpose of Plan . The Plan shall permit a select group of senior management and highly compensated employees to
enhance the security of themselves and their beneficiaries following the termination of their employment with the Companies (as
defined herein) by deferring until that time a portion of the compensation which may otherwise be payable to them at an earlier
date (including the deferral of receipt of restricted stock). By allowing key management employees to participate in the Plan, the
Company expects the Plan to benefit it in attracting and retaining the most capable individuals to fill its executive positions in
The parties intend that the arrangements described herein be unfunded for purposes of Title I in the Employee Retirement
Income Security Act as amended from time to time.
Definitions and Construction
As used herein, the following words shall have the following meanings:
2.01. Definitions .
(a) Accounts . The accounts (including the sub-accounts) maintained for each Participant pursuant to Article V,
(b) Administrator . The person or persons selected pursuant to Article VIII below to control and manage the
operation and administration of the Plan.
(c) Affiliate . Any corporation or other entity which directly or indirectly controls, is controlled by, or under common
control with, the referenced entity. Control means the ability to elect a majority of the Board of Directors of the corporation or
other entity, or if there is no Board of Directors, a majority of the body which governs the entity.
(d) Beneficiaries . Those persons designated by a Participant to receive benefit