1 Exhibit 10.4 THE MARSHALL & ILSLEY CORPORATION AMENDED AND RESTATED DEFERRED COMPENSATION TRUST III as of August 21, 2003 This Agreement, initially effective as of the 12th day of February, 1998, and amended on February __, 2001 and August 18, 2003,...

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                                                          Exhibit 10.4

                    THE XXXXXXXX & XXXXXX CORPORATION
                           AMENDED AND RESTATED
                     DEFERRED COMPENSATION TRUST III

                          as of August 21, 2003


     This Agreement, initially effective as of the 12th day of February,
1998, and amended on February __, 2001 and August 18, 2003, is by and
between Xxxxxxxx & Ilsley Corporation ("Company") and Xxxxxxxx & Xxxxxx
Trust Company ("Trustee");

     WHEREAS, Company has amended and restated its Directors Deferred
Compensation Plan (the "Plan") to allow its non-employee directors, as well
as those of its direct and indirect subsidiaries, divisions or affiliated
entities (the Company, along with such entities, referred to individually
as a "Plan Sponsor" and collectively as the "Plan Sponsors"), to participate
in the Plan by making deferrals of all or a portion of their retainer fees,
attendance fees and committee fees under the Plan and to defer gains
associated with exercises of stock options and the vesting of restricted
units; and

     WHEREAS, the Company wishes to establish a trust (hereinafter called
"Trust") and the Company wishes to contribute, to its own account and those
of the other Plan Sponsors (the "Accounts") within the Trust, assets that
shall be held in each Plan Sponsor's respective Account, subject to the
claims of such Plan Sponsor's creditors in the event of its Insolvency and
the claims of the Company's creditors in the event of its Insolvency, as
herein defined, until paid to Plan participants and their beneficiaries from
their respective subaccounts (the "Subaccounts") within such Plan Sponsor's
Account, in accordance with the terms of the Plan; and

     WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the
Plan as an unfunded plan;

     WHEREAS, it is the intention of the Company, to make contributions to
the Subaccounts under the Trust to meet the liabilities to participating
directors under the Plan.

     NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:


     Section 1.  Establishment of Trust.
     ___________________________________

          (a)   The Company deposited assets with Trustee into its
     Account under the Trust, which amount shall become the principal of
     the Trust to be held, administered and disposed of by Trustee as
     provided in this Trust Agreement.

          (b)   The Trust hereby established shall be irrevocable.

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          (c)   The Trust is intended to be a grantor trust, within the
     meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of
     the Internal Revenue Code of 1986, as amended, and shall be construed
     accordingly.

          (d)   The principal of the Trust, and any earnings thereon
     shall be used exclusively for the uses and purposes of Plan
     participants and their beneficiaries and general creditors of each
     Plan Sponsor as herein set forth.  Plan participants and their
     beneficiaries shall have no preferred claim on, or any beneficial
     ownership interest in, any assets of the Trust.  Any rights created
     under the Plan and this Trust Agreement shall be mere unsecured
     contractual rights of Plan participants and their beneficiaries.  Any
     assets held in a Plan Sponsor's account under the Trust will be
     subject to the claims of such Plan Sponsor's general creditors under
     federal and state law in the event of such Plan Sponsor's Insolvency,
     as defined in Section 3(a) herein and will also be subject to the
     claims of the Company's general creditors under federal and state law
     in the event of the Company's Insolvency, as defined in Section 3(a)
     herein.

          (e)   The Company shall, from time to time, but no less
     frequently than annually, make additional deposits of cash or other
     property in trust with Trustee to augment the principal to be held,
     administered and disposed of by Trustee as provided in this Trust
     Agreement so that the funds in each Subaccount are sufficient to meet
     the obligation to each participant in the Plan from time to time.

          (f)   Each Plan Sponsor, other than the Company, has joined in
     and adopted this Trust by means of a joinder agreement (the "Joinder
     Agreement"), substantially in the form of Exhibit A hereto, and in so
     doing, shall appoint the Company as its agent for purposes of this
     Trust, and shall agree that (i) it shall be bound by the Company's
     decisions, actions, and directions under this Trust, (ii) the Company
     has the sole authority to enforce this Trust on behalf of such Plan
     Sponsor, and (iii) the Trustee shall be fully protected in relying
     upon such decisions, actions, and directions, and the Trustee shall
     in no event be required to give notice to, or otherwise deal with,
     such Plan Sponsor except by dealing with the Company as agent of such
     Plan Sponsor.


     Section 2.  Payments to Plan Participants and Their Beneficiaries.
     __________________________________________________________________

          (a)   Company shall deliver to Trustee a schedule (the "Payment
     Schedule") that indicates the amounts payable in respect of each Plan
     participant (and his or her beneficiaries), that provides a formula
     or other instructions acceptable to Trustee for determining the
     amounts so payable, the form in which such amount is to be paid (as
     provided for or available under the Plan) and the time of
     commencement for payment of such amounts.  Except as otherwise
     provided herein, Trustee shall make payments to the Plan participants
     and their beneficiaries in accordance with such Payment Schedule.
     The Trustee shall make provision for the reporting and withholding of
     any federal, state or local taxes that may be required to be withheld
     with respect to the payment of benefits pursuant to the terms of the
     Plan and shall pay amounts withheld to the appropriate taxing
     authorities or determine that such amounts have been reported,
     withheld and paid by the applicable Plan Sponsor.

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          (b)   The entitlement of a Plan participant or his or her
     beneficiaries to benefits under the Plan shall be determined by
     Company or such party as it shall designate, and any claim for such
     benefits shall be considered and reviewed under such procedures as
     the Committee, as defined in the Plan, shall establish.

          (c)   The Company may make payment of benefits directly to Plan
     participants or their beneficiaries as they become due under the
     terms of the Plan.  Company shall notify Trustee of its decision to
     make payment of benefits directly prior to the time amounts are
     payable to participants or their beneficiaries.  In addition, if the
     principal of the Trust, and any earnings thereon, are not sufficient
     to make payments of benefits in accordance with the terms of the
     Plan, Company shall make the balance of each such payment as it falls
     due.  Trustee shall notify Company where principal and earnings are
     not sufficient.


     Section 3.  Trustee Responsibility Regarding Payments To Trust
     ______________________________________________________________

     Beneficiary When A Plan Sponsor is Insolvent.
     _____________________________________________

          (a)   When a Plan Sponsor or the Company is Insolvent, Trustee
     shall cease payment of benefits to such Plan Sponsor's Plan
     participants and their beneficiaries from their respective
     Subaccounts within such Plan Sponsor's Account.  A Plan Sponsor or
     the Company shall be considered "Insolvent" for purposes of this
     Trust Agreement if (i) the Plan Sponsor or the Company is unable to
     pay its debts as they become due, (ii) the Plan Sponsor or the
     Company is subject to a pending proceeding as a debtor under the
     United States Bankruptcy Code, or (iii) the Plan Sponsor or the
     Company is determined to be insolvent by any state or federal
     regulatory authority.

          (b)   At all times during the continuance of this Trust, as
     provided in Section l(d) hereof, the principal and income held in
     each Plan Sponsor's Account within the Trust shall be subject to
     claims of the general creditors of such Plan Sponsor and the Company
     under federal and state law as set forth below.

               (1)   The Board of Directors and the Chief Executive
          Officer of Company and each other Plan Sponsor shall have the
          duty to inform Trustee in writing of its, or in the case of the
          Company, its or any other Plan Sponsor's, Insolvency.  If a
          person claiming to be a creditor of any Plan Sponsor alleges in
          writing to Trustee that such Plan Sponsor has become Insolvent,
          Trustee shall determine whether such Plan Sponsor is Insolvent
          and, pending such determination, Trustee shall discontinue
          payment of benefits to such Plan Sponsor's Plan participants or
          their beneficiaries from their respective Subaccounts within
          such Plan Sponsor's Account.  In the case of the claimed
          insolvency of the Company, Trustee shall discontinue payment of
          benefits to all Plan participants or their beneficiaries from
          their respective Subaccounts.

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               (2)   Unless Trustee has actual knowledge of any Plan
          Sponsor's Insolvency, or has received notice from Company,
          another Plan Sponsor, or a person claiming to be a creditor
          alleging that Company or any other Plan Sponsor is Insolvent,
          Trustee shall have no duty to inquire whether any Plan Sponsor
          is Insolvent.  Trustee may in all events rely on such evidence
          concerning any Plan Sponsor's solvency as may be furnished to
          Trustee and that provides Trustee with a reasonable basis for
          making a determination concerning any Plan Sponsor's solvency.

               (3)   If at any time Trustee has determined that any Plan
          Sponsor is Insolvent, Trustee shall discontinue payments to
          such Plan Sponsor's Plan participants or their beneficiaries
          from their respective Subaccounts within such Plan Sponsor's
          Account and shall hold the assets of the Trust for the benefit
          of such Plan Sponsor's general creditors.  If at any time
          Trustee has determined that the Company is Insolvent, Trustee
          shall discontinue payments to all Plan participants or their
          beneficiaries from their respective Subaccounts and shall hold
          the assets of the Trust for the benefit of the Company's
          general creditors.  Nothing in this Trust Agreement shall in
          any way diminish any rights of Plan participants or their
          beneficiaries to pursue their rights as general creditors of
          their Plan Sponsor with respect to benefits due under the Plan
          or otherwise.

               (4)   Trustee shall resume the payment of benefits to a
          Plan Sponsor's Plan participants or their beneficiaries in
          accordance with Section 2 of this Trust Agreement only after
          Trustee has determined that the Company or the applicable Plan
          Sponsor is not Insolvent (or is no longer Insolvent).

          (c)   Provided that there are sufficient assets in the Plan
     Sponsor's Account under the Trust, if Trustee discontinues the
     payment of benefits from such Plan Sponsor's Account pursuant to
     Section 3(b) hereof and subsequently resumes such payments, the first
     payment following such discontinuance shall include the aggregate
     amount of all payments due to such Plan Sponsor's Plan participants
     or their beneficiaries under the terms of the Plan for the period of
     such discontinuance, less the aggregate amount of any payments made
     to such Plan Sponsor's Plan participants or their beneficiaries by
     such Plan Sponsor or the Company in lieu of the payments provided for
     hereunder during any such period of discontinuance.


     Section 4.  Payments to the Plan Sponsors.
     __________________________________________

     Except as provided in Section 3 hereof, no Plan Sponsor shall have the
right or power to direct Trustee to divert to itself or others any of the
Trust assets before all payment of benefits have been made to Plan
participants and their beneficiaries pursuant to the terms of the Plan.
Upon payment in full of amounts owed to any participant hereunder, any
remaining amount shall revert to the Company and upon termination of the
Trust, all remaining amounts shall revert to the Company.


     Section 5.  Investment Authority.
     _________________________________

          (a)   Trustee may invest in securities (including stock or
     rights to acquire stock) or obligations issued by Company.  All
     rights associated with assets of the Trust shall be exercised by
     Trustee at the direction of the Company or the person designated
     thereby (a "designee"), and shall in no event be exercisable by or
     rest with Plan Participants.

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          (b)   In addition to the general investment powers set forth
     above in this Section 5, the following provisions shall apply:

               (i)   Investment Guidelines and Directives.  The Trustee
          shall manage, acquire, or dispose of the assets of the Trust in
          accordance with this Agreement and the directions of the Plan
          Sponsors or their designee.  To the extent permitted by law,
          the Trustee shall not be liable for any investment made
          pursuant to the Plan Sponsors' or their designees' direction.

               (ii)   Trustee Powers.  The Trustee shall have the
          following powers, rights and duties subject to Section 8 and
          the other provisions of this Trust Agreement:

                    (A)   To receive and hold all contributions paid to
               it by the Company;

                    (B)   To effectuate the written investment
               instructions given by the Company or their designee
               without regard to any law now or hereafter in force
               limiting investments of fiduciaries;

                    (C)   To retain in separate Accounts within the
               trust for investment, any property deposited by the
               Company hereunder, allocated among Subaccounts in
               accordance with Section 7 hereof;

                    (D)   To have the authority to invest and reinvest
               assets of the Trust in shares of common or preferred
               stock (including those of the Company), bonds, notes,
               debentures, short-term securities, mutual funds
               (including any such fund from which the Trustee or any
               affiliate thereof receives an investment management fee
               or any other fee), common trust funds, and other
               property, real or personal, of any kind; to purchase and
               sell "put" and "call" options on publicly traded
               securities; and to acquire, hold, manage, operate, sell,
               contract to sell, grant options with respect to, convey,
               exchange, transfer, abandon, lease, manage, and otherwise
               deal with respect to assets of the Trust;

                    (E)   To acquire, hold or dispose of insurance or
               annuity contracts as directed by the Company or their
               designee;

                    (F)   To borrow from anyone such amount or amounts
               of money necessary to carry out the purpose of this Trust
               and for that purpose to mortgage or pledge all or any
               part of the Trust;

                    (G)   To retain in the Trust for investment or
               pending distributions, any portion of the Trust in cash
               deemed appropriate by the Trustee;

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                    (H)   To establish accounts in any affiliate of the
               Trustee and in such other banks and financial
               institutions as the Trustee deems appropriate to carry
               out the purposes of the Trust;

                    (I)   To deposit securities with a clearing
               corporation as defined in Article Eight of the Uniform
               Commercial Code; to hold the certificates representing
               securities, including those in bearer form, in bulk form
               with and to merge such certificates into certificates of
               the same class of the same issuer which constitute assets
               of other accounts or owners, without certification as to
               the ownership attached; and to utilize a book-entry
               system for the transfer or pledge of securities held by
               the Trustee or by a clearing corporation, provided that
               the records of the Trustee shall indicate the actual
               ownership of the securities and other property of the
               Trust Fund.

                    (J)   To participate in and use the Federal book-
               entry account system, a service provided by the Federal
               Reserve Bank for its member banks for deposit of Treasury
               securities.

                    (K)   To hold securities or property in the name of
               the Trustee or its nominee or nominees or in such other
               form as it determines best with or without disclosing the
               Trust relationship, providing the records of the Trust
               shall indicate the actual ownership of such securities or
               other property.


     Section 6.  Disposition of Income.
     __________________________________

     During the term of this Trust, all income received by the Trust, net
of expenses and taxes, shall be accumulated and reinvested in the Trust.


     Section 7.  Accounting by Trustee.
     __________________________________

     In order to comply with Section 3 hereof, Trustee shall establish and
maintain within the Trust a separate Account for each Plan Sponsor, which
shall at all times reflect such Plan Sponsor's equitable share in the Trust
fund, and shall hold, manage, administer, value, make purchases and sales
for, distribute, account for, and otherwise deal with, each such Account
separately.

     Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made with
respect to the Trust as a whole and each Plan Sponsor's Account within the
Trust, including such specific records as shall be agreed upon in writing
between Company and Trustee.  Within 30 days following the close of each
calendar year and within 30 days after the removal or resignation of
Trustee, Trustee shall deliver to Company a written account of its
administration of the Trust as a whole and each Plan Sponsor's Account
within the Trust during such year or during the period from the close of the
last preceding year to the date of such removal or resignation, setting
forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all securities and investments
purchased and sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and showing
all cash, securities and other property held in the Trust or such Account
at the end of such year or as of the date of such removal or resignation,
as the case may be.

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     In addition, the Trustee shall establish and maintain Subaccounts for
Plan participants, within their Plan Sponsor's Account under the Trust, in
a manner that is consistent with the requirements of the Plan, and that
facilitates their investment instructions and benefit payments under the
Plan.


     Section 8.  Responsibility of Trustee.
     ______________________________________

            (a)   Trustee shall act with the care, skill, prudence and
     diligence under the circumstances then prevailing that a prudent
     person acting in like capacity and familiar with such matters would
     use in the conduct of an enterprise of a like character and with like
     aims, provided, however, that Trustee shall incur no liability to any
     person for any action taken pursuant to a direction, request or
     approval given by any Plan Sponsor which is contemplated by, and in
     conformity with, the terms of the Plan or this Trust and is given in
     writing by any Plan Sponsor.  In the event of a dispute between any
     Plan Sponsor and a party, Trustee may apply to a court of competent
     jurisdiction to resolve the dispute.

            (b)   If Trustee undertakes or defends any litigation arising
     in connection with this Trust, the Company agrees to indemnify
     Trustee against Trustee's costs, expenses and liabilities (including,
     without limitation, attorneys' fees and expenses) relating thereto
     and to be primarily liable for such payments.  If the Company does
     not pay such costs, expenses and liabilities in a reasonably timely
     manner, Trustee may obtain payment from the Trust.

            (c)   Trustee may consult with legal counsel (who may also
     be counsel for a Plan Sponsor generally) with respect to any of its
     duties or obligations hereunder.

            (d)   Trustee may hire agents, accountants, actuaries,
     investment advisors, financial consultants or other professionals to
     assist it in performing any of its duties or obligations hereunder.

            (e)   Trustee shall have, without exclusion, all powers
     conferred on Trustees by applicable law, unless expressly provided
     otherwise herein, provided, however, that if an insurance policy is
     held as an asset of the Trust, Trustee shall have no power to name a
     beneficiary of the policy other than the Trust, to assign the policy
     (as distinct from conversion of the policy to a different form) other
     than to a successor Trustee or to loan to any person the proceeds of
     any borrowing against such policy.

            (f)   Notwithstanding any powers granted to Trustee pursuant
     to this Trust Agreement or to applicable law, Trustee shall not have
     any power that could give this trust the objective of carrying on a
     business and dividing the gains therefrom, within the meaning of
     section 301.7701-2 of the Procedures and Administrative Regulations
     promulgated pursuant to the Internal Revenue Code.

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     Section 9.  Compensation and Expenses of Trustee.
     _________________________________________________

     Company shall pay all administrative and Trustee's fees and expenses.
If not so paid, the fees and expenses shall be paid from the Trust.


     Section 10.  Resignation and Removal of Trustee.
     ________________________________________________

            (a)   Trustee may resign at any time by written notice to
     Company, which shall be effective 60 days after receipt of such
     notice unless Company and Trustee agree otherwise.

            (b)   Trustee may be removed by Company on 30 days notice or
     upon shorter notice accepted by Trustee.

            (c)   Upon resignation or removal of Trustee and appointment
     of a successor Trustee, all assets shall subsequently be transferred
     to the successor Trustee.  The transfer shall be completed within 30
     days after receipt of notice of resignation, removal or transfer,
     unless Company extends the time limit.

            (d)   If Trustee resigns or is removed, a successor shall be
     appointed, in accordance with Section 11 hereof, by the effective
     date of resignation or removal under paragraphs (a) or (b) of this
     section.  If no such appointment has been made, Trustee may apply to
     a court of competent jurisdiction for appointment of a successor or
     for instructions.  All expenses of Trustee in connection with the
     proceeding shall be allowed as administrative expenses of the Trust.


     Section 11.  Appointment of Successor.
     ______________________________________

            (a)   If Trustee resigns or is removed in accordance with
     Section 10(a) or (b)hereof, Company may appoint any third party, such
     as a bank trust department or other party that may granted corporate
     trustee powers under state law, as a successor to replace Trustee
     upon resignation or removal.  The appointment shall be effective when
     accepted in writing by the new Trustee, who shall have all of the
     rights and powers of the former Trustee, including ownership rights
     in the Trust assets.  The former Trustee shall execute any instrument
     necessary or reasonably requested by Company or the successor Trustee
     to evidence the transfer.

            (b)   The successor Trustee need not examine the records and
     acts of any prior Trustee and may retain or dispose of existing Trust
     assets, subject to Sections 7 and 8 hereof.  The successor Trustee
     shall not be responsible for and Company shall indemnify and defend
     the successor Trustee from any claim or liability resulting from any
     action or inaction of any prior Trustee or from any other past event,
     or any condition existing at the time it becomes successor Trustee.

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     Section 12.  Amendment or Termination.
     ______________________________________

            (a)   This Trust Agreement may be amended by a written
     instrument executed by Trustee and Company.  Notwithstanding the
     foregoing, no such amendment shall conflict with the terms of the
     Plan or shall make the Trust revocable after it has become
     irrevocable in accordance with Section 1(b) hereof.

            (b)   The Trust shall not terminate until the date on which
     Plan participants and their beneficiaries are no longer entitled to
     benefits pursuant to the terms of the Plan.  Upon termination of the
     Trust any assets remaining in the Trust shall be returned to Company.

            (c)   Upon written approval of participants or beneficiaries
     entitled to payment of benefits pursuant to the terms of the Plan,
     Company may terminate this Trust prior to the time all benefits
     payments under the Plan have been made.  All assets in the Trust at
     termination shall be returned to Company.


     Section 13.  Miscellaneous.
     ___________________________

            (a)   Any provision of this Trust Agreement prohibited by law
     shall be ineffective to the extent of any such prohibition, without
     invalidating the remaining provisions hereof.

            (b)   Benefits payable to Plan participants and their
     beneficiaries under this Trust Agreement may not be anticipated,
     assigned (either at law or in equity), alienated, pledged, encumbered
     or subjected to attachment, garnishment, levy, execution or other
     legal or equitable process.

            (c)   This Trust Agreement shall be governed by and construed
     in accordance with the laws of the State of Wisconsin, without
     application of its principles of conflicts of laws.


     Section 14.  Effective Date.
     ____________________________

     The effective date of this Trust Agreement shall be February 12, 1998,
subject to approval of the Plan by the Company's shareholders on April 28,
1998.  If such approval is not received, this Trust shall be null and void
and of no further effect.

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     IN WITNESS WHEREOF, the Company and Trustee have caused this Agreement
to be duly executed on the date first above written.


                                     XXXXXXXX & XXXXXX CORPORATION


                                     By:     /s/ Xxxx X. Xxxxxx
                                             _______________________________

                                     Title:  Senior Vice President


                                     Attest: /s/ Xxxxxxx X Xxxxxxxx
                                             _______________________________

                                     Title:  Secretary



                                     XXXXXXXX & ILSLEY TRUST COMPANY


                                     By:     /s/ Xxxxxxx X. Xxxxx
                                             _______________________________

                                     Title:  Vice President and Manager
                                                of Commercial Trust


                                     Attest: /s/ Xxxxxx X. Xxxxxx
                                             _______________________________

                                     Title:  Vice President and
                                                Relationship Manager



MW80070_4.DOC