8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 18, 2005

MARSHALL & ILSLEY CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	1-15403	39-0968604
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

770 North Water Street             Milwaukee, Wisconsin	53202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (414) 765-7801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry Into a Material Definitive Agreement.

On August 18, 2005, the Board of Directors of Marshall & Ilsley Corporation (the “Company”) approved amendments to the Company’s non-employee director compensation arrangements that will take effect on January 1, 2006.  The following table describes the fees payable to the Company’s directors for Board and Committee service under the amended compensation arrangements:

Fee Type	Amount Beginning January 1, 2006
Annual Retainer Fee:	$35,000
Non-Retainer Equity:	15,000 Stock Options (for a three-year term)
Presiding Director Fee:	$5,000
Board Meeting Fee:	$1,500
Committee Meeting Fee:	$1,500
Committee Chair Fees:
- Audit	$10,000
- Compensation & Human Resources	$7,500
- Nominating & Corporate Governance	$7,500
- Retirement Investment	$7,500
- Risk Management	$7,500

A summary of the Company’s non-employee director compensation arrangements, amended as described above, is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Summary of Non-Employee Director Compensation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  August 18, 2005	MARSHALL & ILSLEY CORPORATION
	By: /s/ Randall J. Erickson
	Randall J. Erickson Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Summary of Non-Employee Director Compensation.

EX-10.1

Exhibit 10.1

SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION

(Effective January 1, 2006)

Directors of Marshall & Ilsley Corporation (“M&I” or the “Company”) who are not employees are paid a retainer fee of $35,000 per year.  In addition, non-employee directors receive a fee of $1,500 for each Board meeting which they attend and $1,500 for each committee meeting which they attend.  The chair of the Audit Committee is paid a retainer fee of $10,000 per year.  The chairs of the Compensation and Human Resources, Nominating and Corporate Governance, Retirement Investment and Risk Management Committees are paid a retainer fee of $7,500 per year.  Mr. Urdan is also paid $5,000 per year to act as presiding director at the non-management executive sessions of the Board.  M&I has established a deferred compensation plan for its directors.  Under such plan, all or part of the fees received by a director may be deferred at the election of the director.  Amounts deferred may be allocated to one of two accounts as selected by the participating director:  (i) a Company common stock (the “Common Stock”) account or (ii) a cash account, earning interest at a rate equal to that earned on U.S. Treasury Bills with maturities of 13 weeks.  Payment of benefits from the Common Stock account is made in shares of Common Stock.  The deferred compensation plan also allows directors to defer the receipt of shares issued upon the exercise of stock options, but only to the extent allowable under Section 409A of the Code.  Deferred amounts are payable to a participating director at the election of the participating director.  The election choices for 2005 plan year deferrals range from lump sum distribution after termination to five or ten annual installments after termination of service.  Messrs. Jacobs, Johnson, Kellner, Mellowes, Meyer, O’Toole, Schaefer and Urdan elected to defer compensation under the plan during 2004. &n bsp;Directors of M&I who are also directors of subsidiaries of M&I receive compensation from such subsidiaries in varying amounts based on the director compensation schedule of such subsidiaries.  Directors of subsidiaries of M&I may also elect to defer compensation under the plan.

Directors of M&I who are not employees of M&I or its subsidiaries also participate in the Company’s stock option plans.  On the date of each Annual Meeting of Shareholders, each participant in the plan elected or re-elected as a director at such Annual Meeting receives an option for that number of shares of Common Stock equal to the multiple of 5,000 and the number of years in the term to which such participant has been elected.  In addition, a participant who is appointed to fill a vacancy on the Board of Directors, or a director who becomes a participant because such director ceases to be employed by the Company or its subsidiaries, will receive, on the date of the next Annual Meeting, an option for that number of shares of Common Stock equal to a multiple of 5,000 and the number of years remaining in such participant’s term as a director of the Company.  Under the terms of this p lan, the option price per share will not be less than 100% of the fair market value of the shares on the date the option is granted, the options will not be exercisable more than 10 years after the date of grant, and the options will terminate no later than three years after the participant ceases to be a director of the Company for any reason.  Such options may be exercised at any time after they are granted.  The exercise price of an option may, at the participant’s election, be paid in cash or previously owned shares of Common Stock or a combination thereof.

M&I allows directors and their spouses incidental use of Company aircraft for personal purposes.  Under this incidental use arrangement, the director and the director’s spouse are allowed to use otherwise unoccupied space on Company aircraft for a flight which was otherwise scheduled.