MARSHALL & ILSLEY CORP/WI/
EXHIBIT 10(A) TO FORM 10-Q DATED 09/30/2004
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10a904.txt
<DESCRIPTION>EXHIBIT 10(A) TO FORM 10-Q DATED 09/30/2004
<TEXT>
<PAGE>  1
                                                             Exhibit 10(a)

                       CHANGE OF CONTROL AGREEMENT

     THIS AGREEMENT, entered into as of the 10th day of January, 2001 by
and between MARSHALL & ILSLEY CORPORATION (the "Company"), and Thomas R.
Ellis (the "Executive") (hereinafter collectively referred to as "the
parties").

                          W I T N E S S E T H :

     WHEREAS, the Board of Directors of the Company (the "Board")
recognizes that the possibility of a Change of Control (as hereinafter
defined in Section 2) exists and that the threat of or the occurrence of a
Change of Control can result in significant distractions of its key
management personnel because of the uncertainties inherent in such a
situation; and

     WHEREAS, the Board has determined that it is essential and in the
best interest of the Company and its shareholders to retain the services
of the Executive in the event of a threat or occurrence of a Change of
Control and to ensure his continued dedication and efforts in such event
without undue concern for his personal financial and employment security;
and

     WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat of or the occurrence of
a Change of Control, the Company desires to enter into this Agreement with
the Executive.

     NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

     1.  Employment Term.  (a) The "Employment Term" shall commence on
the first date during the Protected Period (as defined in Section 1(c),
below) on which a Change of Control (as defined in Section 2, below)
occurs (the "Effective Date") and shall expire on the second anniversary
of the Effective Date; provided, however, that at the end of each day of
the Employment Term the Employment Term shall automatically be extended
for one (1) day unless either the Company or the Executive shall have
given written notice to the other at least thirty (30) days prior thereto
that the Employment Term shall not be so extended.

     (b)  Notwithstanding anything contained in this Agreement to the
contrary, if the Executive's employment is terminated prior to the
Effective Date and the Executive reasonably demonstrates that such
termination (i) was at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change of
Control, or (ii) otherwise occurred in connection with or in anticipation
of a Change of Control, then for all purposes of this Agreement, the
Effective Date shall mean the date immediately prior to the date of such
termination of the Executive's employment.

     (c)  For purposes of this Agreement, the "Protected Period" shall be
the two (2) year period commencing on the date hereof; provided, however,
that at the end of each day the Protected Period shall be automatically
extended for one (1) day unless at least thirty (30) days prior thereto
the Company shall have given written notice to the Executive that the
Protected Period shall not be so extended; and provided, further, that
notwithstanding any such notice by the Company not to extend, the
Protected Period shall not end if prior to the expiration thereof any
third party has indicated an intention or taken steps reasonably
calculated to effect a Change of Control, in which event the Protected
Period shall end only after such third party publicly announces that it
has abandoned all efforts to effect a Change of Control.

<PAGE>  2
     2.  Change of Control.  For purposes of this Agreement, a "Change of
Control" shall mean the first to occur of the following:

     (a)  The acquisition by any individual, entity or "group" (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty-
three percent (33%) or more of either (i) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") or
(ii) the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors
(the "Outstanding Company Voting Securities"); provided, however, that the
following acquisitions of common stock shall not constitute a Change of
Control:  (i) any acquisition directly from the Company (excluding an
acquisition by virtue of the exercise of a conversion privilege or by one
person or a group of persons acting in concert), (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation
pursuant to a reorganization, merger, statutory share exchange or
consolidation which would not be a Change of Control under subsection (c)
of this Section 2; or

     (b)  Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
"election contest" or other actual or threatened "solicitation" (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) of proxies or consents by or on behalf of a person other
than the Incumbent Board; or

     (c)  Consummation of a reorganization, merger, statutory share
exchange or consolidation, unless, following such reorganization, merger,
statutory share exchange or consolidation, (i) more than two-thirds (2/3)
of, respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, statutory share
exchange or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately
prior to such reorganization, merger, statutory share exchange or
consolidation in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger, statutory share exchange
or consolidation, (ii) no person (excluding the Company, any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such reorganization, merger, statutory share exchange or
consolidation and any person beneficially owning, immediately prior to
such reorganization, merger, statutory share exchange or consolidation,
directly or indirectly, thirty-three percent (33%) or more of the
Outstanding Company Common Stock or Outstanding Voting Securities, as the
case may be) beneficially owns, directly or indirectly, thirty-three
percent (33%) or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such reorganization,
merger, statutory share exchange or consolidation or the combined voting
power of the then outstanding voting securities of such corporation,
entitled to vote generally in the election of directors and (iii) at least
a majority of the members of the board of directors of the corporation
resulting from such reorganization, merger, statutory share exchange or
consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization,
merger or consolidation; or

<PAGE>  3
     (d)  Consummation of (i) a complete liquidation or dissolution of
the Company or (ii) the sale or other disposition of all or substantially
all of the assets of the Company, other than to a corporation, with
respect to which following such sale or other disposition, (A) more than
two-thirds (2/3) of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately
prior to such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (B) no person (excluding
the Company and any employee benefit plan (or related trust) of the
Company or such corporation and any person beneficially owning,
immediately prior to such sale or other disposition, directly or
indirectly, thirty-three percent (33%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, thirty-three percent (33%) or
more of, respectively, the then outstanding shares of common stock of such
corporation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election
of directors and (C) at least a majority of the members of the board of
directors of such corporation were members of the Incumbent Board at the
time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company.

     3.  Employment.  (a) Subject to the provisions of Section 3, hereof,
the Company agrees to continue to employ the Executive and the Executive
agrees to remain in the employ of the Company during the Employment Term.
During the Employment Term, the Executive shall be employed in such
executive capacity as may be mutually agreed to by the parties.  During
the Employment Term, Executive's position (including status, offices,
titles and reporting requirements), authority, duties and responsibilities
shall be at least commensurate in all material respects with the most
significant of those held or assigned at any time during the twelve (12)
month period immediately preceding the Effective Date, and Executive's
services shall be performed at the location where Executive was employed
immediately preceding the Effective Date or at any office or location less
than thirty-five (35) miles from such location, unless mutually agreed to
in writing by the parties.

<PAGE>  4
     (b)  Excluding periods of vacation and sick leave to which the
Executive is entitled, during the Employment Term the Executive agrees to
devote full time attention to the business and affairs of the Company to
the extent necessary to discharge the responsibilities assigned to the
Executive hereunder, provided that the Executive may take reasonable
amounts of time to (i) serve on corporate, civil or charitable boards or
committees, and (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions, if such activities do not significantly
interfere with the performance of the Executive's responsibilities
hereunder.  It is expressly understood and agreed that to the extent any
such activities have been conducted by the Executive prior to the
Effective Date, the continued conduct of such activities (or the conduct
of activities similar in nature and scope) subsequent to the Effective
Date shall not thereafter be deemed to interfere with the performance of
Executive's responsibilities hereunder.

     4.  Compensation.  (a)  Base Salary.  During the Employment Term,
the Executive shall receive an annual base salary ("Annual Base Salary"),
which shall be paid at a monthly rate, at least equal to twelve (12) times
the highest monthly base salary paid or payable to the Executive by the
Company and its affiliated companies in respect of the twelve (12) month
period immediately preceding the month in which the Effective Date occurs,
including any amounts which were deferred under any plans of the Company
and its affiliated companies.  During the Employment Term, the Annual Base
Salary shall be reviewed at least annually and shall be increased at any
time and from time to time as shall be substantially consistent with
increases in base salary generally awarded in the ordinary course of
business to other peer executives of the Company and its affiliated
companies.  Any increase in Annual Base Salary shall not serve to limit or
reduce any other obligation to the Executive under this Agreement.  Annual
Base Salary shall not be reduced after any such increase and the term
Annual Base Salary as utilized in this Agreement shall refer to Annual
Base Salary as so increased.  As used in this Agreement, the term
"affiliated companies" shall include any company controlled by,
controlling or under common control with the Company.

     (b)  Annual Bonus.  In addition to Annual Base Salary, the Executive
shall be awarded, for each fiscal year ending during the Employment Term,
an annual bonus (the "Annual Bonus") in cash at least equal to the average
annualized (for any fiscal year consisting of less than twelve (12) full
months or with respect to which the Executive has been employed by the
Company for less than twelve (12) full months) bonuses paid or payable,
including any amounts which were deferred under any plans of the Company
and its affiliated companies, to the Executive by the Company and its
affiliated companies in respect of the three (3) fiscal years immediately
preceding the fiscal year in which the Effective Date occurs (the "Recent
Average Bonus").  Each such Annual Bonus shall be paid no later than
seventy-five (75) days after the end of the fiscal year for which the
Annual Bonus is awarded, unless the Executive shall elect to defer the
receipt of such Annual Bonus under any plan or arrangement of the Company
allowing therefor.

     (c)  Incentive, Savings and Retirement Plans.  During the Employment
Term, the Executive shall be entitled to participate in all incentive,
savings and retirement plans, practices, policies and programs applicable
generally to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and
programs provide the Executive with incentive opportunities (measured with
respect to both regular and special incentive opportunities, to the
extent, if any, that such distinction is applicable), savings
opportunities and retirement benefit opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by
the Company and its affiliated companies for the Executive under such
plans, practices, policies and programs as in effect at any time during
the twelve (12) month period immediately preceding the Effective Date, or,
if more favorable to the Executive, those provided generally at any time
after the Effective Date to other peer executives of the Company and its
affiliated companies.

<PAGE>  5
     (d)  Benefit Plans.  During the Employment Term, the Executive
and/or the Executive's family, as the case may be, shall be eligible for
participation in and shall receive all benefits under benefit plans,
practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription
drug, dental, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and programs) to the
extent applicable generally to other peer executives of the Company and
its affiliated companies and their families; but in no event shall such
plans, practices, policies and programs provide the Executive with
benefits which are less favorable, in the aggregate, than the most
favorable of such plans, practices, policies and programs in effect for
the Executive and his family at any time during the twelve (12) month
period immediately preceding the Effective Date or, if more favorable to
the Executive, those provided generally at any time after the Effective
Date to other peer executives of the Company and its affiliated companies
and their families.

     (e)  Expenses.  During the Employment Term, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the most favorable policies,
practices and procedures of the Company and its affiliated companies in
effect for the Executive at any time during the twelve (12) month period
immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to
other peer executives of the Company and its affiliated companies.

     (f)  Fringe Benefits.  During the Employment Term, the Executive
shall be entitled to fringe benefits (including but not limited to Company
cars, club dues and physical examinations) in accordance with the most
favorable plans, practices, programs and policies of the Company and its
affiliated companies in effect for the Executive at any time during the
twelve (12) month period immediately preceding the Effective Date or, if
more favorable to the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the Company and its
affiliated companies.

     (g)  Office and Support Staff.  During the Employment Term, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to exclusive personal secretarial
and other assistance, in accordance with the most favorable of the
foregoing provided to the Executive by the Company and its affiliated
companies at any time during the twelve (12) month period immediately
preceding the Effective Date or, if more favorable to the Executive, as
provided generally at any time thereafter with respect to other peer
executives of the Company and its affiliated companies.

     (h)  Vacation and Sick Leave.  During the Employment Term, the
Executive shall be entitled to paid vacation and sick leave (without loss
of pay) in accordance with the most favorable plans, policies, programs
and practices of the Company and its affiliated companies as in effect for
the Executive at any time during the twelve (12) month period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer
executives of the Company and its affiliated companies.

<PAGE>  6
     (i)  Restrictions.  As of the Effective Date, all restrictions
limiting the exercise, transferability or other incidents of ownership of
any outstanding award, including but not limited to restricted stock,
options, stock appreciation rights, or other property or rights of the
Company granted to the Executive shall lapse, and such awards shall become
fully vested and be held by the Executive free and clear of all such
restrictions.  This provision shall apply to all such property or rights
notwithstanding the provisions of any other plan or agreement, unless the
effect of the application of this provision to a particular right or
property would result in the loss of favorable securities law treatment
for participants under the plan pursuant to which the award was granted.

     5.  Termination of Employment.  During the Employment Term, the
Executive's employment hereunder may be terminated under the following
circumstances:

     (a)  Death or Disability.  The Executive's employment shall
terminate automatically upon the Executive's death during the Employment
Term.  If the Company determines in good faith that the Disability of the
Executive has occurred during the Employment Term (pursuant to the
definition of Disability set forth below), it may give to the Executive
written notice in accordance with Section 5 of this Agreement of its
intention to terminate the Executive's employment.  In such event, the
Executive's employment with the Company shall terminate effective on the
thirtieth (30th) day after receipt of such notice by the Executive (the
"Disability Effective Date"), provided that, within thirty (30) days after
such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties.  For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from the Executive's
duties with the Company on a full-time basis for one hundred eighty (180)
consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to the
Executive or the Executive's legal representative, provided if the parties
are unable to agree, the parties shall request the Dean of the Medical
College of Wisconsin to choose such physician.

     (b)  Cause.  The Company may terminate the Executive's employment
for "Cause."  A termination for Cause is a termination evidenced by a
resolution adopted in good faith by a majority of the Board that the
Executive (i) willfully, deliberately and continually failed to
substantially perform his duties under Section 3, above (other than a
failure resulting from the Executive's incapacity due to physical or
mental illness) which failure constitutes gross misconduct, and results in
and was intended to result in demonstrable material injury to the Company,
monetary or otherwise, or (ii) committed acts of fraud and dishonesty
constituting a felony, as determined by a final judgment or order of a
court of competent jurisdiction, and resulting or intended to result in
gain to or personal enrichment of the Executive at the Company's expense,
provided, however, that no termination of the Executive's employment shall
be for Cause as set forth in (i), above, until (a) Executive shall have
had at least sixty (60) days to cure any conduct or act alleged to provide
Cause for termination after a written notice of demand has been delivered
to the Executive specifying in detail the manner in which the Executive's
conduct violates this Agreement, and (b) the Executive shall have been
provided an opportunity to be heard by the Board (with the assistance of
the Executive's counsel if the Executive so desires).  No act, or failure
to act, on the Executive's part, shall be considered "willful" unless he
has acted or failed to act in bad faith and without a reasonable belief
that his action or failure to act was in the best interest of the Company.
Notwithstanding anything contained in this Agreement to the contrary, no
failure to perform by the Executive after Notice of Termination is given
by the Executive shall constitute Cause for purposes of this Agreement.

<PAGE>  7
     (c)  Good Reason.

          (1)  The Executive may terminate his employment for Good
     Reason.  For purposes of this Agreement, "Good Reason" shall mean
     the occurrence after a Change of Control of any of the events or
     conditions described in Subsections (i) through (vi) hereof:

               (i)  A change in the Executive's status, title, position
          or responsibilities (including reporting responsibilities)
          which, in the Executive's reasonable judgment, does not
          represent a promotion from his status, title, position or
          responsibilities as in effect immediately prior thereto; the
          assignment to the Executive of any duties or responsibilities
          which, in the Executive's reasonable judgment, are
          inconsistent with his status, title, position or
          responsibilities in effect immediately prior to such
          assignment; or any removal of the Executive from or failure to
          reappoint or reelect him to any position, except in connection
          with the termination of his employment for Disability, Cause,
          as a result of his death or by the Executive other than for
          Good Reason;

               (ii)  Any failure by the Company to comply with any of
          the provisions of Section 4 of this Agreement.

               (iii)  The insolvency or the filing (by any party,
          including the Company) of a petition for bankruptcy of the
          Company;

               (iv)  Any material breach by the Company of any
          provision of this Agreement;

               (v)  Any purported termination of the Executive's
          employment for Cause by the Company which does not comply with
          the terms of Section 5 of this Agreement; and

               (vi)  The failure of the Company to obtain an agreement,
          satisfactory to the Executive, from any successor or assign of
          the Company, to assume and agree to perform this Agreement, as
          contemplated in Section 10 hereof.

          (2)  Any event or condition described in Section 5(c)(1) which
     occurs prior to the Effective Date but which the Executive
     reasonably demonstrates (i) was at the request of a third party who
     has indicated an intention or taken steps reasonably calculated to
     effect a Change of Control, or (ii) otherwise arose in connection
     with or in anticipation of a Change of Control, shall constitute
     Good Reason for purposes of this Agreement notwithstanding that it
     occurred prior to the Effective Date.

<PAGE>  8
          (3)  The Executive's right to terminate his employment
     pursuant to this Section 5(c) shall not be affected by his
     incapacity due to physical or mental illness.  The Executive's
     continued employment or failure to give Notice of Termination shall
     not constitute consent to, or a waiver of rights with respect to,
     any circumstances constituting Good Reason hereunder.

          (4)  For purposes of this Section 5(c), any good faith
     determination of Good Reason made by the Executive shall be
     conclusive.

     (d)  Voluntary Termination.  The Executive may voluntarily terminate
his employment hereunder at any time.

     (e)  Notice of Termination.  Any purported termination by the
Company or by the Executive (other than by death of the Executive) shall
be communicated by Notice of Termination to the other.  For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice
which (i) indicates the specific termination provision in this Agreement
relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so
indicated, and (iii) the Termination Date.  For purposes of this
Agreement, no such purported termination of employment shall be effective
without such Notice of Termination.

     (f)  Termination Date, etc.  "Termination Date" shall mean in the
case of the Executive's death, his date of death, or in all other cases,
the date specified in the Notice of Termination subject to the following:

          (1)  If the Executive's employment is terminated by the
     Company, the date specified in the Notice of Termination shall be at
     least thirty (30) days after the date the Notice of Termination is
     given to the Executive, provided, however, that in the case of
     Disability, the Executive shall not have returned to the full-time
     performance of his duties during such period of at least thirty (30)
     days;

          (2)  If the Executive's employment is terminated for Good
     Reason, the date specified in the Notice of Termination shall not be
     more than sixty (60) days after the date the Notice of Termination
     is given to the Company; and

          (3)  In the event that within thirty (30) days following the
     date of receipt of the Notice of Termination, one party notifies the
     other that a dispute exists concerning the basis for termination,
     the Executive's employment hereunder shall not be terminated except
     after the dispute is finally resolved and a Termination Date is
     determined either by a mutual written agreement of the parties, or
     by a binding and final judgment order or decree of a court of
     competent jurisdiction (the time for appeal therefrom having expired
     and no appeal having been perfected).

     6.  Obligations of the Company Upon Termination.

     (a)  Good Reason; Other Than for Cause, Death or Disability.  If,
during the Employment Term, the Company shall terminate the Executive's
employment other than for Cause or Disability or the Executive shall
terminate employment for Good Reason:

<PAGE>  9
          (i)  The Company shall pay to the Executive in a lump sum in
     cash within five (5) days after the Termination Date the aggregate
     of the following amounts:

               A.  The sum of:

                    (1)  The Executive's Annual Base Salary through
               the Termination Date to the extent not theretofore paid;
               and

                    (2)  The product of (x) the higher of (I) the
               Recent Average Bonus and (II) the Annual Bonus paid or
               payable, including any amount deferred, (and annualized
               for any fiscal year consisting of less than twelve (12)
               full months or for which the Executive has been employed
               for less than twelve (12) full months) for the most
               recently completed fiscal year during the Employment
               Term, if any (such higher amount being referred to as
               the "Highest Annual Bonus.") and (y) a fraction, the
               numerator of which is the number of days completed in
               the current fiscal year through the Termination Date,
               and the denominator of which is 365.

               The sum of the amounts described in Clauses (1) and (2)
          shall be hereinafter referred to as the "Accrued Obligations";

               B.  The amount equal to the product of (1) two and (2)
          the sum of (x) the Executive's Annual Base Salary (increased
          for this purpose by any Section 401(k) deferrals, cafeteria
          plan elections, or other deferrals that would have increased
          Executive's Annual Base Salary if paid in cash to Executive
          when earned) and (y) the Executive's Highest Annual Bonus;

               C.  A separate lump-sum supplemental retirement benefit
          equal to the difference between (1) the actuarial equivalent
          (utilizing for this purpose the most favorable to the
          Executive actuarial assumptions and Company contribution
          history with respect to the applicable retirement plan,
          incentive plans, savings plans and other plans described in
          Section 4(c) (or any successor plan thereto) (the "Retirement
          Plans") during the twelve (12) month period immediately
          preceding the Effective Date) of the benefit payable under the
          Retirement Plans and any supplemental and/or excess retirement
          plan providing benefits for the Executive (the "SERP") which
          the Executive would receive if the Executive's employment
          continued for an additional two (2) years after the
          Termination Date with annual compensation equal to the sum of
          the Annual Base Salary and Highest Annual Bonus, assuming for
          this purpose that all accrued benefits and contributions are
          fully vested and that benefit accrual formulas and Company
          contributions are no less advantageous to the Executive than
          those in effect during the twelve (12) month period
          immediately preceding the Effective Date, and (2) the
          actuarial equivalent (utilizing for this purpose the actuarial
          assumptions utilized with respect to the Retirement Plans
          during the twelve (12) month period immediately preceding the
          Effective Date) of the Executive's actual benefit (paid or
          payable), if any, under the Retirement Plans and the SERP.
          For example, if there were a termination today this
          supplemental retirement benefit would be interpreted with
          respect to two plans in existence today as follows:  (i) with
          respect to the Retirement Growth component of the retirement
          program of the Company, the Executive would receive two times
          eight percent (8%) (or sixteen percent (16%)) of the sum of
          the Executive's Annual Base Salary (determined in accordance
          with subsection C of Section 6(a)(i)) and the Executive's
          Highest Annual Bonus; and (ii) with respect to the Incentive
          Savings component of the retirement program of the Company,
          the Executive would receive two times the annual Company match
          of fifty percent (50%) of the Executive's maximum allowable
          contribution to the Plan assuming Executive's compensation is
          as set forth above; and

<PAGE> 10
               D.  The amount equal to the product of (i) two and (ii)
          the sum of (x) the imputed income reflected on Executive's W-2
          attributable to the car provided to Executive by the Company
          or its affiliates for the last calendar year ending before the
          Effective Date and (y) the club dues for Executive paid by the
          Company or its affiliates attributable to such year.

          (ii)  For twenty-four (24) months after the Termination Date,
     the Company shall continue to provide medical and dental benefits to
     the Executive and/or the Executive's family in accordance with the
     most favorable plans, practices, programs or policies of the Company
     and its affiliated companies applicable generally to other peer
     executives who are active employees and their families as in effect
     from time to time thereafter; provided, however, that if the
     Executive becomes reemployed with another employer and is eligible
     to receive medical or other benefits under another employer provided
     plan, the medical and other benefits described herein shall be
     secondary to those provided under such other plan during such
     applicable period of eligibility, provided that the aggregate
     coverage of the combined benefit plans is no less favorable to the
     Executive, in terms of amounts and deductibles and costs to him,
     than the coverage required hereunder.  For purposes of determining
     eligibility of the Executive for retiree health insurance, the
     Executive shall be considered to have remained employed until the
     end of such twenty-four (24) month period and to have retired on the
     last day of such period.  If the Executive would qualify at the end
     of such twenty-four (24) month period for retiree health insurance
     under the Company's plan guidelines as in existence on the Effective
     Date, the Company shall provide to the Executive and his or her
     spouse, for life, retiree health insurance, subsidized to at least
     the same percentage extent as under the Company's plan as in
     existence on the Effective Date.  Such retiree health insurance
     shall provide medical benefits to the Executive and/or the
     Executive's spouse in accordance with the most favorable plans,
     practices, programs or policies of the Company and its affiliated
     companies applicable generally to other peer executives who are
     active employees and their spouses as in effect from time to time
     thereafter; provided, however, that if the Executive and/or the
     Executive's spouse qualifies for coverage by Medicare or any
     successor program, the Company may require that the Executive and/or
     the Executive's spouse fully participate in Medicare and pay the
     premiums therefor personally.

          (iii)  The Executive shall have the right to purchase the car
     provided to him by the Company or its affiliates during the twelve
     (12) month period immediately preceding the Effective Date, if
     applicable, (or a comparable car acceptable to the Executive if such
     car is no longer owned by the Company or its affiliates), at the
     book value thereof on the Termination Date, exercisable within
     thirty (30) days after the Termination Date; and if the car is not
     purchased, Executive shall return the car to the Company.

<PAGE> 11
          (iv)  For the twenty-four (24) month period after the
     Termination Date, the Company shall continue to provide group term
     life insurance (or comparable term coverage) in the same face amount
     and on substantially the same terms as in effect for the Executive
     just prior to the Effective Time.  At the end of the twenty-four
     (24) month period, the Executive shall have any conversion rights as
     regards such coverage as are provided by law.

          (v)  To the extent not theretofore paid or provided, the
     Company shall timely pay or provide to the Executive any other
     amounts or benefits required to be paid or provided or which the
     Executive is eligible to receive pursuant to this Agreement under
     any plan, program, policy or practice or contract or agreement of
     the Company and its affiliated companies (such other amounts and
     benefits shall be hereinafter referred to as the "Other Benefits").

          (vi) All options awarded by the Company to the Executive on
     or after the date of this Agreement which are outstanding as of the
     Termination Date shall remain exercisable for the lesser of (A) the
     remainder of their respective terms or (B) one year after the
     Executive's death.  The option term for each option is set out in
     the relevant agreement granting each option.

     Notwithstanding anything herein contained to the contrary, the
payments and benefits provided in this Section 6(a) (other than the
Accrued Obligations) shall not be paid or provided to the Executive unless
and until he executes a Complete and Permanent Release (the "Release") in
the form attached hereto, and the applicable period for rescission of the
Release has expired.  The parties agree that the Release may be expanded
to include any company acquiring the Company and its affiliates as
"Released Parties," as defined in the Release.

     (b)  Death.  If the Executive's employment is terminated by reason
of the Executive's death during the Employment Term, this Agreement shall
terminate without further obligations to the Executive's legal
representatives under this Agreement, except that the Company shall pay or
provide the Accrued Obligations, six (6) months of Annual Base Salary, and
the Other Benefits.  The Accrued Obligations shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash
within thirty (30) days of the Termination Date.  The six (6) months of
Annual Base Salary shall be paid during the six (6) month period following
the Termination Date on a monthly basis.  With respect to the provision of
Other Benefits, the term Other Benefits as utilized in this Section 6(b)
shall include, and the Executive's family shall be entitled to receive,
benefits at least equal to the most favorable benefits provided by the
Company and any of its affiliated companies to surviving families of peer
executives of the Company and such affiliated companies under such plans,
programs, practices and policies relating to family death benefits, if
any, as in effect with respect to other peer executives and their families
at any time during the twelve (12) month period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the
Executive's family, as in effect on the date of the Executive's death with
respect to other peer executives of the Company and its affiliated
companies and their families.

<PAGE> 12
     (c)  Disability.  If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Term, this
Agreement shall terminate without further obligations to the Executive,
except that the Company shall pay or provide the Accrued Obligations and
the Other Benefits.  The Accrued Obligations shall be paid to the
Executive in a lump sum in cash within thirty (30) days of the Termination
Date.  With respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 6(c) shall include, and the Executive
shall be entitled after the Disability Effective Date to receive,
disability and other benefits at least equal to the most favorable of
those generally provided by the Company and its affiliated companies to
disabled executives and/or their families in accordance with such plans,
programs, practices and policies relating to disability, if any, as in
effect generally with respect to other peer executives and their families
at any time during the twelve (12) month period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the
Executive's family, as in effect at any time thereafter generally with
respect to other peer executives of the Company and its affiliated
companies and their families.

     (d)  Cause; Other Than for Good Reason.  If the Executive's
employment shall be terminated for Cause during the Employment Term, or if
the Executive voluntarily terminates employment during the Employment Term
for other than Good Reason, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to the
Executive Annual Base Salary through the Date of Termination and any other
amounts earned or accrued through the Termination Date, in each case to
the extent theretofore unpaid; provided that if Executive voluntarily
terminates, Executive shall receive the benefits normally provided upon
normal or early retirement with respect to other peer Executives and their
families to the extent he qualifies therefore  All salary or compensation
hereunder shall be paid to the Executive in a lump sum in cash within
thirty (30) days of the Date of Termination.

     (e)  Delinquent Payments.  If any of the payments referred to in
this Section 6 are not paid within the time specified after the
Termination Date (hereinafter a "Delinquent Payment"), in addition to such
principal sum, the Company will pay to the Executive interest on all such
Delinquent Payments computed at the prime rate as announced from time to
time by M&I Marshall & Ilsley Bank, or its successor, compounded monthly.
Notwithstanding the foregoing, no interest shall be due and owing as
regards payments which are delayed because of Executive's failure to
execute the Release or the recission thereof.

     (f)  Vacation Pay.  In consideration of all payments made by the
Company to the Executive pursuant to this Agreement, the Executive hereby
waives any claim he may have for accrued and unpaid vacation pay as of the
Termination Date.

     7.  No Mitigation.  In no event shall the Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this
Agreement and such amounts shall not be reduced (except to the extent set
forth in Section 6(a)(ii)) whether or not the Executive obtains other
employment.

<PAGE> 13
     8.  Limitation on Payments.
     (a)  Notwithstanding anything contained herein to the contrary,
prior to the payment of any amounts pursuant to Section 6(a) hereof, an
independent national accounting firm designated by the Company (the
"Accounting Firm") shall compute whether there would be any "excess
parachute payments" payable to the Executive, within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), taking into account the total "parachute payments," within the
meaning of Section 280G of the Code, payable to the Executive by the
Company or any successor thereto under this Agreement and any other plan,
agreement or otherwise.  If there would be any excess parachute payments,
the Accounting Firm will compute the net after-tax proceeds to the
Executive, taking into account the excise tax imposed by Section 4999 of
the Code, if (i) the payments hereunder were reduced, but not below zero,
such that the total parachute payments payable to the Executive would not
exceed three (3) times the "base amount" as defined in Section 280G of the
Code, less One Dollar ($1.00), or (ii) the payments hereunder were not
reduced.  If reducing the payments hereunder would result in a greater
after-tax amount to the Executive, such lesser amount shall be paid to the
Executive.  If not reducing the payments hereunder would result in a
grater after-tax amount to the Executive, such payments shall not be
reduced.  The determination by the Accounting Firm shall be binding upon
the company and the Executive subject to the application of Section 8(b)
hereof.

     (b)  As a result of the uncertainty in the application of Sections
280G of the Code, it is possible that excess parachute payments will be
paid when such payment would result in a lesser after-tax amount to the
Executive; this is not the intent hereof.  In such cases, the payment of
any excess parachute payments will be void ab initio as regards any such
excess.  Any excess will be treated as a loan by the Company to the
Executive.  The Executive will return the excess to the Company, within
fifteen (15) business days of any determination by the Accounting Firm
that excess parachute payments have been paid when not so intended, with
interest at an annual rate equal to the rate provided in Section 1274(d)
of the Code (or 120% of such rate if the Accounting Firm determines that
such rate is necessary to avoid an excise tax under Section 4999 of the
Code) from the date the Executive received the excess until it is repaid
to the Company.

     (c)  All fees, costs and expenses (including, but not limited to,
the cost of retaining experts) of the Accounting Firm shall be borne by
the Company and the Company shall pay such fees, costs and expenses as
they become due.  In performing the computations required hereunder, the
Accounting Firm shall assume that taxes will be paid for state and federal
purposes at the highest possible marginal tax rates which could be
applicable to the Executive in the year of receipt of the payments, unless
the Executive agrees otherwise.

     9.  Unauthorized Disclosure.  During the term of the Executive's
employment with the Company, and during the two-year period following the
Termination Date, the Executive shall not make any Unauthorized
Disclosure.  For purposes of this Agreement, "Unauthorized Disclosure"
shall mean disclosure by the Executive without the consent of the Board to
any person, other than an employee of the Company or a person to whom
disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive of the Company
or as may be legally required, of any confidential information obtained by
the Executive while in the employ of the Company (including, but not
limited to, any confidential information with respect to any of the
Company's customers or methods of operation) the disclosure of which he
knows or has reason to believe will be materially injurious to the
Company; provided, however, that such term shall not include the use or
disclosure by the Executive, without consent, of any information known
generally to the public (other than as a result of disclosure by him in
violation of this Section 9) or any information not otherwise considered
confidential by a reasonable person engaged in the same business as that
conducted by the Company.  Notwithstanding the foregoing, the Executive's
obligation hereunder not to make any Unauthorized Disclosure shall
continue after the end of the two-year period following his termination of
employment with the Company as regards any information which is a trade
secret as defined in Section 134.90 of the Wisconsin Statutes.  In no
event shall an asserted violation of this Section 9 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive
under this Agreement.

<PAGE> 14
     10.  Successors and Assigns.

     (a)  This Agreement shall be binding upon and shall inure to the
benefit of the Company, its successors and assigns and the Company shall
require any successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment
had taken place.  The term "Company" as used herein shall include such
successors and assigns.  The term "successors and assigns" as used herein
shall mean a corporation or other entity acquiring all or substantially
all the assets and business of the Company (including this Agreement)
whether by operation of law or otherwise.

     (b)  Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive, his beneficiaries or
legal representatives, except by will or by the laws of descent and
distribution.  This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representative.

     11.  Fees and Expenses.  From and after the Effective Date, the
Company shall pay all legal fees and related expenses (including the costs
of experts, evidence and counsel) reasonably incurred by the Executive as
they become due as a result of (i) the Executive's termination of
employment (including all such fees and expenses, if any, incurred in
contesting or disputing any such termination of employment), (ii) the
Executive's hearing before the Board as contemplated in Section 5(b) of
this Agreement or (iii) the Executive's seeking to obtain or enforce any
right or benefit provided by this Agreement or by any other plan or
arrangement maintained by the Company under which the Executive is or may
be entitled to receive benefits.

     12.  Notice.  For the purposes of this Agreement, notices and all
other communications provided for in the Agreement (including the Notice
of Termination) shall be in writing and shall be deemed to have been duly
given when personally delivered or sent by certified mail, return receipt
requested, postage prepaid, if to the Company, to Marshall & Ilsley
Corporation, 770 North Water Street, Milwaukee, Wisconsin 53202, or if to
Executive, to the address set forth below Executive's signature, or to
such other address as the party may be notified, provided that all notices
to the Company shall be directed to the attention of the Board with a copy
to the Secretary of the Company.  All notices and communications shall be
deemed to have been received on the date of delivery thereof or on the
third business day after the mailing thereof, except that notice of change
of address shall be effective only upon receipt.

<PAGE> 15
     13.  Non-Exclusivity of Rights.  Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Company
or any of its subsidiaries for which the Executive may qualify.  Amounts
which are vested benefits or which the Executive is otherwise entitled to
receive under any plan or program of the Company or any of its
subsidiaries shall be payable in accordance with such plan or program,
except as explicitly modified by this Agreement.

     14.  Settlement of Claims.  The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances,
including, without limitation, any set-off, counterclaim, recoupment,
defense or other right which the Company may have against the Executive or
others.

     15.  Miscellaneous.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and the Company.  No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time.  No agreement or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been
made by either party which are not expressly set forth in this Agreement.

     16.  Employment.  The Executive and the Company acknowledge that the
employment of the Executive by the Company is "at will" and prior to the
Effective Date, may be terminated by either the Executive or the Company
at any time.  Moreover, if prior to the Effective Date, the Executive's
employment with the company terminates, the Executive shall have no
further rights under this Agreement.

     17.  Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
Wisconsin without giving effect to the conflict of law principles thereof.

     18.  Severability.  The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.

     19.  Entire Agreement.  This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements,
if any, understandings and arrangements, oral or written, between the
parties hereto with respect to the subject matter hereof.  In
consideration of the terms, conditions and benefits to be provided under
this Agreement, the Executive hereby expressly waives all rights under
that certain Employment Agreement between the Executive and the Company
dated December 16, 1993.

     20.  Headings.  The headings herein contained are for reference only
and shall not affect the meaning or interpretation of any provision of
this Agreement.

<PAGE> 16
     21.  Modification.  No provision of this Agreement may be modified
or amended unless such modification or amendment is agreed to in writing
signed by both the Executive and the Company.

     22.  Withholding.  The Company shall be entitled to withhold from
amounts paid to the Executive hereunder any federal, estate or local
withholding or other taxes or charges which it is, from time to time,
required to withhold.  The Company shall be entitled to rely on an opinion
of counsel if any question as to the amount or requirement of any such
withholding shall arise.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed
this Agreement as of the day and year first above written.

                         MARSHALL & ILSLEY CORPORATION

                         By:
                              /s/James B. Wigdale
                              --------------------------------
                              James B. Wigdale, Chairman


ATTEST:

Michael A. Hatfield
--------------------------------
Michael A. Hatfield, Secretary


                         EXECUTIVE:

                              /s/ Thomas R. Ellis
                              --------------------------------
                              Thomas R. Ellis

                              Address:

                              --------------------------------

                              --------------------------------


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