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                                                           Exhibit 10(a)

                          RESTRICTED STOCK AGREEMENT
                          --------------------------

     This Agreement is made and entered into as of the _______ day of
____________, ______ by and between MARSHALL & ILSLEY CORPORATION, a
Wisconsin corporation (the "Company"), and ________________ (the
"Employee").  All terms used herein and not otherwise defined shall have
the same meaning as set forth in the Company's 2003 Executive Stock Option
and Restricted Stock Plan (the "Plan").

                                  RECITALS:
                                  ---------

     The Compensation and Human Resources Committee of the Board of
Directors of the Company (the "Committee") desires to induce the Employee
to provide services to the Company, to provide Employee with a stronger
incentive to strive for the continued success and growth of the Company
and to further align his interests with those of the Company's
shareholders.

     The Committee has determined to award to the Employee _________
shares of the Common Stock of the Company having a par value of $1.00 per
share ("Common Stock"), subject to the restrictions contained herein,
pursuant to the Plan.

     NOW, THEREFORE, in consideration of the benefits that the Company
expects to be derived in connection with the services to be hereafter
rendered to it or its subsidiaries by the Employee, the Company and the
Employee hereby agree as follows:


                                   ARTICLE I
                                   ---------

                               Restricted Shares
                               -----------------

     1.1.  Vesting of the Restricted Shares.  ___________ percent of the
Restricted Shares shall vest on __________, provided that the Employee is
still in the employ of the Company.  Notwithstanding the foregoing, the
Restricted Shares shall continue to vest upon the disability of the
Employee within the meaning of the Company's long-term disability plan and
shall immediately vest upon the Employee's death or a Change in Control of
the Company.  Any Restricted Shares which do not vest shall revert to the
Company.  The period during which the Restricted Shares are unvested is
referred to herein as the Restricted Period.

     1.2.  Shareholder Status.  Prior to the vesting of the Restricted
Shares, Employee shall have the right to vote the Restricted Shares, the
right to receive and retain all regular cash dividends paid or distributed
in respect of the Restricted Shares, and except as expressly provided
otherwise herein, all other rights as a holder of outstanding shares of
Common Stock.  Notwithstanding the foregoing, the Employee shall not have
the right to vote or to receive dividends with respect to the Restricted
Shares with respect to record dates occurring after any of the Restricted
Shares revert to the Company pursuant to Section 1.1 hereof.  Until the
Restricted Shares vest pursuant to Section 1.1 hereof, the Company shall
retain custody of the stock certificates representing the Restricted
Shares.  As soon as practicable after the lapse of the restrictions, the
Company shall issue or release or cause to be issued or released
certificate(s) representing the shares.

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     1.3.  Prohibition Against Transfer.  During the Restricted Period,
the Restricted Shares may not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) by the
Employee, or be subject to execution, attachment or similar process.  Any
transfer in violation of this Section 1.3 shall be void and of no further
effect.

                                  ARTICLE II
                                  ----------

                                 Miscellaneous
                                 -------------

     2.1.  Provisions of the Plan Control.  This Agreement shall be
governed by the provisions of the Plan, the terms and conditions of which
are incorporated herein by reference.  The Plan empowers the Committee to
make interpretations, rules and regulations thereunder, and, in general,
provides that determinations of such Committee with respect to the Plan
shall be binding upon the Employee.  A copy of the Plan will be delivered
to the Employee upon reasonable request.

     2.2.  Taxes.  The Company may require payment of or withhold any
income or employment tax which it believes is payable as a result of the
grant or vesting of the Restricted Shares or any payments thereon or in
connection therewith, and the Company may defer making delivery with
respect to the shares until arrangements satisfactory to the Company have
been made with regard to any such withholding obligation.

     2.3.  No Employment Rights.  The award of the Restricted Shares
pursuant to this Agreement shall not give the Employee any right to remain
employed by the Company or any affiliate thereof.

     2.4.  Notices.  Any notice to be given to the Company under the
terms of this Agreement shall be given in writing to the Company in care
of its Secretary at 770 N. Water Street, Milwaukee, Wisconsin 53202.  Any
notice to be given to the Employee may be addressed to him at his address
as it appears on the payroll records of the Company or any subsidiary
thereof.  Any such notice shall be deemed to have been duly given if and
when actually received by the party to whom it is addressed, as evidenced
by a written receipt to that effect.

     2.5.  Governing Law.  This Agreement and all questions arising
hereunder or in connection herewith shall be determined in accordance with
the laws of the State of Wisconsin without giving effect to its conflicts
of law provisions.

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be
effective as of the date first written above.


                         MARSHALL & ILSLEY CORPORATION


                         By:________________________________

                            Dennis J. Kuester, CEO



                         ___________________________________

                            Employee Name