0001193125-04-036945 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 9th, 2004 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin

THIS AGREEMENT, entered into as of the 30th day of November, 2003, by and between MARSHALL & ILSLEY CORPORATION (the “Company”), and Ryan R. Deneen (the “Executive”) (hereinafter collectively referred to as “the parties”).

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DEATH BENEFIT AWARD AGREEMENT
Death Benefit Award Agreement • March 9th, 2004 • Marshall & Ilsley Corp/Wi/ • National commercial banks

THIS AGREEMENT is made and entered into as of the 30th day of December, 2003, by and between MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (“M&I”) and James Wigdale (“Executive”).

DEATH BENEFIT AWARD AGREEMENT
Death Benefit Award Agreement • March 9th, 2004 • Marshall & Ilsley Corp/Wi/ • National commercial banks

THIS AGREEMENT is made and entered into as of the 30th day of December, 2003, by and between MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (“M&I”) and Dennis J. Kuester (“Executive”).

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