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                                                           Exhibit 10(b)

                       CHANGE OF CONTROL AGREEMENT
                       ---------------------------

       THIS AGREEMENT, entered into as of the 12th day of January, 2005, by
and between MARSHALL & ILSLEY CORPORATION (the "Company"), and Ronald E.
Smith (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.

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       (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.

       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

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       (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

       (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.

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       (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.

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       (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.

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       (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.

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       (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.

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             (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.  Excise Tax Payments.

       (a)  If any payment or distribution to or for the benefit of the
Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise in connection with,
or arising out of, his employment with the Company (a "Payment" or
"Payments"), would be subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code"), or any
interest or penalties are incurred by the Executive with respect to such
excise tax (such excise tax, together with any interest and penalties, are
collectively referred to as the "Excise Tax"), then the Executive shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Executive of all taxes (including
any interest or penalties imposed with respect to such taxes), including
any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains,
or has paid to the taxing authority on his behalf, an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing, no Gross-Up Payment will be made to the
Executive if reducing the amount paid to the Executive under Section
6(a)(i)(B) of this Agreement by $50,000 or less would avoid the
application of the Excise Tax.

       (b)  A determination shall be made as to whether and when a Gross-Up
Payment is required pursuant to this Section 8 and the amount of such
Gross-Up Payment, such determination to be made within fifteen (15)
business days of the Termination Date, or such other time as reasonably
requested by the Company or by the Executive (provided the Executive
reasonably believes that any of the Payments may be subject to the Excise
Tax).  Such determination shall be made by a national independent
accounting firm selected by the Executive (the "Accounting Firm").  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.  The Accounting Firm shall provide detailed supporting calculations,
acceptable to the Executive, both to the Company and the Executive.  The
Gross-Up Payment, if any, as determined pursuant to this Section 8(b)
shall be paid by the Company to the Executive or paid by the Company on
behalf of the Executive to the applicable government taxing authorities by
means of payroll tax withholding if required by law or if timely requested
by the Executive when payment of all or any portion of the Excise Tax is
due.  If the Accounting Firm determines that no Excise Tax is payable by
the Executive with respect to a Payment or Payments, it shall furnish the
Executive with an unqualified opinion that no Excise Tax will be imposed
with respect to any such Payment or Payments.  Any such initial
determination by the Accounting Firm of the Gross-Up Payment shall be
binding upon the Company and the Executive subject to the application of
Section 8(c).

<PAGE> 14
       (c)  As a result of the uncertainty in the application of Sections
4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a
portion thereof) will be paid which should not have been paid (an
"Overpayment") or a Gross-Up Payment (or a portion thereof) which should
have been paid will not have been paid (an "Underpayment").  An
Underpayment shall be deemed to have occurred upon notice (formal or
informal) to the Executive from any governmental taxing authority that the
tax liability of the Executive (whether in respect of the then current
taxable year of the Executive or in respect of any prior taxable year of
the Executive) may be increased by reason of the imposition of the Excise
Tax on a Payment or Payments with respect to which the Company has failed
to make a sufficient Gross-Up Payment.  An Overpayment shall be deemed to
have occurred upon a "Final Determination" (as hereinafter defined) that
the Excise Tax shall not be imposed upon a Payment or Payments with
respect to which the Executive had previously received a Gross-Up Payment.
A Final Determination shall be deemed to have occurred when the Executive
has received from the applicable governmental taxing authority a refund of
taxes or other reduction in his tax liability by reason of the Overpayment
and upon either (i) the date a determination is made by, or an agreement
is entered into with, the applicable governmental taxing authority which
finally and conclusively binds the Executive and such taxing authority, or
in the event that a claim is brought before a court of competent
jurisdiction, the date upon which a final determination has been made by
such court and either all appeals have been taken and finally resolved or
the time for all appeals has expired or (ii) the expiration of the statute
of limitations with respect to the Executive's applicable tax return.  If
an Underpayment occurs, the Executive shall promptly notify the Company
and the Company shall pay to the Executive at least five (5) business days
prior to the date on which the applicable governmental taxing authority
has requested payment, an additional Gross-Up Payment equal to the amount
of the Underpayment plus any interest and penalties imposed on the
Underpayment.  If an Overpayment occurs, the amount of the Overpayment
shall be treated as a loan by the Company to the Executive and the
Executive shall, within ten (10) business days of the occurrence of such
Overpayment, pay to the Company the amount of the Overpayment plus
interest at an annual rate equal to the rate provided for in Section
1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the
Overpayment relates) was paid to the Executive.

       (d)  If no Gross-Up Payment is made because reducing the Payments to
the Executive under Section 6(a)(i)(B) of this Agreement by $50,000 or
less would avoid the application of the Excise Tax, then the amount paid
to the Executive under Section 6(a)(i)(B) of this Agreement shall be
reduced by the amount necessary to avoid the Excise Tax; provided,
however, the reduction will only be made if doing so would result in the
Executive retaining more after-tax than if the reduction were not made.

       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> 15
       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.

       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.

<PAGE> 16
       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.

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

       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.

<PAGE> 17
       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/ Dennis J. Kuester
                                   --------------------------------
                                    Dennis J. Kuester
                                    Chief Executive Officer

ATTEST:

/s/ Randall J. Erickson
------------------------------
Randall J. Erickson, Secretary

                                EXECUTIVE:

                                /s/ Ronald E. Smith
                                -----------------------------------
                                Ronald E. Smith

                                Address:

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

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


MW2yr M&I COC Agreement.doc