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):  March 13, 2006

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:

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

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

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

o 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.

Michael C. Smith Change of Control Agreement

On March 13, 2006, Marshall & Ilsley Corporation (the “Company”) entered into a Change of Control Agreement (the “Change of Control Agreement”) with Michael C. Smith, Senior Vice President and Corporate Treasurer of the Company.

The Change of Control Agreement guarantees Mr. Smith specific payments and benefits upon a termination of his employment as a result of a change of control of the Company.  If a change of control occurs, the contract becomes effective and continues for a term of two years.  The employment term renews on a daily basis until the Company gives notice to terminate the daily renewal.

The Change of Control Agreement provides for specified benefits after a change of control if Mr. Smith voluntarily terminates for “good reason” or is involuntarily terminated other than for “cause” (as such terms are defined in the Change of Control Agreement).  Upon a termination, Mr. Smith is entitled to (a) a lump sum payment equal to two times the sum of his current base salary plus the higher of his bonus for the last year or his average bonus for the past three years, (b) a proportionate amount of any unpaid bonus deemed earned for the year of termination, (c) a lump sum payment equal to the retirement benefits lost as a result of not having been employed for the remaining contract term, (d) health and other benefits for the remaining contract term, and (e) payments for certain other fringe benefits.  In the event of a termination of employment as a result of his death, Mr. Sm ith’s beneficiary is entitled to six months of his base salary.  No additional benefits are guaranteed under the contract upon Mr. Smith’s disability or termination of employment by the Company for cause.

The Change of Control Agreement further provides that upon a change of control most restrictions limiting the exercise, transferability or other incidents of ownership of any outstanding award, restricted stock, options, stock appreciation rights, or other property rights of the Company granted to Mr. Smith will lapse, and such awards will become fully vested, except in certain circumstances.  In addition, the Change of Control Agreement provides that, upon certain events following a change of control, Mr. Smith’s options will remain exercisable for the lesser of (a) the remainder of their respective terms or (b) one year after Mr. Smith’s death.

The Change of Control Agreement also provides for “gross-up” payments in the event payments to Mr. Smith under the Change of Control Agreement are subject to the excise tax (the “Excise Tax”) provided for under Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar federal, state or local tax which may be imposed, in an amount such that the net amount retained by Mr. Smith, after deduction of any Excise Tax on the payments and any federal, state and local income tax and Excise Tax on the gross-up payment, will be equal to the payments then due.

John M. Presley Letter Agreement

On March 14, 2006, the Company entered into a letter agreement (the “Presley Letter Agreement”) with John M. Presley, Senior Vice President and Chief Financial Officer of the Company, in connection with Mr. Presley’s previously disclosed resignation from his employment with the Company.  Pursuant to the Presley Letter Agreement, the Company will transfer Mr. Presley’s company car to him (with Mr. Presley to be responsible for all income and employment taxes associated with the transfer), and Mr. Presley will be provided Company-subsidized health and dental insurance until such time as he is eligible to obtain coverage from his new employer.  In exchange for such benefits, Mr. Presley agreed to release the Company from any claims relating to his employment with the Company (other than obligations of the Company under the Presley Letter Agreement or under Company benefit plans).

Malcolm M. Aslin Agreements

On March 14, 2006, Malcolm M. Aslin, Chief Executive Officer of Gold Banc Corporation, Inc. (“Gold Banc”), entered into a letter agreement (the “Aslin Letter Agreement”) with the Company and a Consulting Agreement (the “Consulting Agreement”) with M&I Marshall & Ilsley Bank (“M&I Bank”).  Both the Aslin Letter Agreement and the Consulting Agreement are contingent upon the completion of the merger between the Company and Gold Banc (the “Merger”).  Assuming the Merger is completed, in 2006, Mr. Aslin will receive $1,325,549 pursuant to a change of control agreement and related payments.  The term of the Consulting Agreement begins on the date of the Merger and continues until the earlier of (1) the termination of the Consulting Agreement by Mr. Aslin or M&I Bank with 90 days’ notice or (2) Mr. Aslin’s death or disability. &n bsp;In no event will M&I Bank terminate the Consulting Agreement prior to the first anniversary of the Merger.  Mr. Aslin’s duties under the Consulting Agreement include continuing to cultivate both business development and expansion opportunities for the Company, Gold Banc and their subsidiaries in certain designated markets.  As compensation therefor, Mr. Aslin will be paid a consulting fee of $10,000 per month, he and his spouse will receive subsidized health insurance coverage to the same extent as full-time Company employees, and his membership dues for country clubs in Kansas and Florida and two luncheon clubs in Kansas City will be paid during the term of the consulting agreement.  Mr. Aslin also agreed to covenants regarding confidentiality, non-competition and non-solicitation of customers and employees for the term of the Consulting Agreement.

The foregoing descriptions of the Change of Control Agreement, the Presley Letter Agreement, the Aslin Letter Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by the full text of the respective agreements, which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Change of Control Agreement dated March 13, 2006 between Marshall & Ilsley Corporation and Michael E. Smith
10.2	Letter Agreement dated March 14, 2006 between Marshall & Ilsley Corporation and John M. Presley
10.3	Letter Agreement dated as of March 1, 2006 between Marshall & Ilsley Corporation and Malcolm M. Aslin
10.4	Consulting Agreement between M&I Marshall & Ilsley Bank and Malcolm M. Aslin, effective as of March 1, 2006

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:  March 17, 2006	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	Change of Control Agreement dated March 13, 2006 between Marshall & Ilsley Corporation and Michael E. Smith
10.2	Letter Agreement dated March 14, 2006 between Marshall & Ilsley Corporation and John M. Presley
10.3	Letter Agreement dated as of March 1, 2006 between Marshall & Ilsley Corporation and Malcolm M. Aslin
10.4	Consulting Agreement between M&I Marshall & Ilsley Bank and Malcolm M. Aslin, effective as of March 1, 2006

EX-10.1

Exhibit 10.1

CHANGE OF CONTROL AGREEMENT

THIS AGREEMENT, entered into as of the 13th day of March, 2006, by and between MARSHALL & ILSLEY CORPORATION (the “Company”), and Michael C. 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.

(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 b y 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 In cumbent Board; or

(c)  Consummation of a reorganization, merger, statutory share exchange or consolidation, unless, following such reorganization, merger, statutory share exchange or consolidation, (i) more than two-thirds (2/3) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger, statutory share exchange or consolidation in substantially the same proportions as their ownership, imme diately 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 bo ard 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 dis position, 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 oth er 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) mi les from such location, unless mutually agreed to in writing by the parties.

(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 E ffective 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. &nb sp;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 awa rded, 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.

(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 (1 2) 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.

(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, “Disabilit y” 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 pur poses of this Agreement.

(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.

(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:

(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, assumi ng 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 ac cordance 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

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 a nd 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 e xecutives 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.

(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.

(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 relatin g 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 Term ination.

(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.

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, i mposed 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).

(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 Unde rpayment 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 wi ll 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.

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 effe ctive 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.

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.

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                               

ATTEST:

Dennis J. Kuester, Chief Executive Officer

/s/ Randall J. Erickson                                

Randall J. Erickson, Secretary

EXECUTIVE:

/s/ Michael C. Smith                                      

Michael C. Smith

Address:

770 N. Water Street                       

Milwaukee, WI                              

EX-10.2

Exhibit 10.2

March 14, 2006

Mr. John M. Presley

N23 W28806 Louis Avenue

Pewaukee, Wisconsin  53072

Dear John,

The purpose of this letter is to set forth our agreement regarding your termination of employment with Marshall & Ilsley Corporation (“M&I”).

1.

Medical and Dental Insurance.  By signing below, you agree to subscribe for family medical and dental insurance with your new employer (“New Employer Insurance”), upon attaining eligibility to participate in their medical and dental insurance program.  You will notify M&I once you obtain New Employer Insurance.  Until the earlier of (a) your eligibility for New Employer Insurance or (b) June 30, 2006, M&I will provide you with continuing medical and dental insurance that is subsidized by M&I on the same basis as for full-time M&I employees.  Nothing in this paragraph affects your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), which will commence with the termination of your employment with M&I.

2.

Company Car and Release.  In exchange for your execution of the attached release after termination of your employment with M&I, and not revoking the release during the applicable rescission period, M&I will transfer to you the 2004 Lexus GX470, which is your company car.  You are responsible for all income and employment taxes associated with the transfer, and to the extent withholding of such taxes is required, they will be withheld from your last paycheck.  If the amount available from your paycheck is insufficient to cover the withholding, you agree to pay M&I for any excess upon our request.

3.

Compensation Arrangements.  Any options for M&I common stock that are vested as of your last day of employment (March 24, 2006) will be exercisable for three months after your termination of employment in accordance with their terms.  All unvested equity awards, as well as your participation in the Company’s Long-Term Incentive Plan and any other compensation plans, will terminate on March 24, 2006, and no payments will be made to you thereunder.  Your Change of Control Agreement with M&I dated October 18, 2004 will terminate on March 24, 2006.  Any balances you have in M&I’s Executive Deferred Compensation Plans will be paid to you in accordance with the terms of the plans and your elections thereunder, except to the extent of the balances attributable to the supplemental retirement contributions which are not vested.

4.

Voluntary Termination of Employment.  You agree that your termination of employment is voluntary and thus you are not entitled to any severance benefits under any plan or arrangement of M&I, and that you will not file for unemployment benefits.

John, all of us at M&I have enjoyed getting to know you and your family, and wish you much success in your future endeavors.

Yours truly,

/s/ Paul J. Renard

Paul J. Renard, Senior Vice President

I agree with and accept the above-mentioned terms contained in this letter agreement and agree to be bound by them.

Dated this 14th day of March, 2006.

/s/ John M. Presley         

John M. Presley

EX-10.3

Exhibit 10.3

March 1, 2006

Mr. Malcolm M. Aslin

6415 High Drive

Mission Hills, KS  66208

Dear Mick:

The purpose of this letter (the “Letter Agreement”) is to set forth our agreement regarding certain employment-related matters.  This Letter Agreement shall be null and void and of no further effect if the merger of Gold Banc Corporation, Inc. (“Gold Banc”) with and into Marshall & Ilsley Corporation (“M&I”) (the “Merger”) does not occur.

1.

Employment Termination/Bonus. Your employment with Gold Banc will terminate on the date of the Merger (the “Merger Date”).  As a result, you will no longer be entitled to payments of base salary or participation in the welfare benefit plans of Gold Banc or M&I after the Merger Date, except as provided in the Consulting Agreement referenced below.  You will receive a bonus in the amount of $220,000 if (a) you remain in the employ of Gold Banc until the Merger Date and (b) you continue to assist in the transition planning for combining the Gold Banc operations and personnel with those of M&I.  The bonus will be paid on the first payroll date following the Merger Date, will be subject to applicable federal and state income and employment tax withholding.  This amount includes payment for any unused personal or vacation days at the time your employment terminates, and you will receive no se parate payment therefor.  In exchange for this payment, you agree not to apply for unemployment compensation benefits from Gold Banc or M&I respecting the end of your employment.

2.

Change of Control Payment.  Pursuant to your Change in Control Agreement with Gold Banc (the “Agreement”), M&I will pay you an amount equal to two years’ base salary ($1,084,126) in a lump sum on the date that is six months and one day after the Merger Date.  You will receive interest on this payout for the six-month deferral period at an annualized rate of 3.92%.  The total interest paid to you will be $21,423 and will also be reportable as taxable income to you.  This total payment is in lieu of any severance or other termination benefits you would otherwise be entitled to under any other plan, policy or arrangement of Gold Banc or M&I, and such amounts will not count as compensation for purposes of any of their qualified or nonqualified retirement or welfare benefit plans.  This amount will be reduced by any applicable federal and state income and employment tax withholding. &nb sp;You will not be entitled to this amount if your employment terminates prior to the Merger, or if the Merger does not occur.  

3.

Consulting Agreement.  You and M&I agree to enter into a Consulting Agreement in the form attached hereto.

4.

M&I Board Service.  Promptly after the Merger, M&I will take such action as may be reasonably necessary to appoint you to its Board of Directors with a term expiring at M&I’s 2008 Annual Meeting of Shareholders.  Also, you will be named Chairman of both the Kansas City and Florida Advisory Boards for a term expiring on the same date as M&I’s 2008 Annual Meeting of Shareholders.  Compensation as a non-employee director of M&I’s Board and chairman of the Advisory Boards will begin upon your appointment.  Your compensation as chairman of the Advisory Boards will be $10,000 annually for each board, and will be in lieu of any other retainer or meeting fees.

5.

Equity Awards.  Nothing in this letter will adversely affect the vesting of the equity awards made to you by Gold Banc, which shall vest in accordance with their terms.

6.

Miscellaneous. This Letter Agreement shall be governed and construed in accordance with the laws of Kansas, without regard to their principles of conflicts of laws, except to the extent superseded by Federal law, and shall be binding upon the parties hereto and their respective successors and assigns. This Letter Agreement may not be amended without the written consent of M&I and you.  

You may accept this Letter Agreement by signing it in the space provided below and returning it to Paul Renard at Marshall & Ilsley Corporation, 770 North Water Street, Milwaukee, Wisconsin, 53202.

Very truly yours,

MARSHALL & ILSLEY CORPORATION

By:    /s/ Paul J. Renard                                  

Paul J. Renard, Senior Vice President

I agree with and accept the above-mentioned terms contained in this letter agreement and agree to be bound by them.

Dated this 14th day of March, 2006.

/s/ Malcolm M. Aslin        

Malcolm M. Aslin

EX-10.4

Exhibit 10.4

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is entered into and made effective this 1st day of March, 2006 between M&I MARSHALL & ILSLEY BANK (the “Bank”) and MALCOLM M. ASLIN (“Executive”).

RECITALS

Executive possesses intimate knowledge of the business and affairs of Gold Banc Corporation, Inc. and its affiliates, which will be merging with and into Marshall & Ilsley Corporation (“M&I”) and its affiliates.

The Bank desires to assure the continued services of Executive on its own behalf and on behalf of M&I and its other affiliates following his termination of employment with the Bank for the period provided in this Agreement.  Executive is willing to continue to provide certain services to the Bank, M&I and its other affiliates for such period, upon the terms and conditions hereinafter set forth.  

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows:

1.

Consulting.  Starting on the date of the merger of Gold Banc Corporation with and into M&I (the “Merger Date”), Executive agrees to provide the services described in Paragraph 3 hereof for the period stated in Paragraph 2 hereof, subject to the other terms and conditions herein provided.

2.

Term.  The term shall begin on the Merger Date, and shall continue until (a) such time as this Agreement is terminated by written notice, with at least ninety (90) days’ written notice by either of the parties hereto, or (b) by Executive’s death or disability such that he is unable to perform his duties hereunder (the “Term”).  In no event will the Bank give written notice so that the Term will end prior to the first anniversary of the Merger Date.

3.

Duties.  During the Term, Executive shall devote his best efforts and such of his business time, attention, skill and efforts as are necessary to consult with the management employees and Boards of Directors of M&I and its affiliates, including the Bank, with respect to such matters as may be reasonably requested by the M&I or its affiliates.  Executive shall also maintain continued involvement with area businesses and community-based organizations on the Bank’s behalf and will continue to cultivate both business development and expansion opportunities in Kansas City, the west coast of Florida and the surrounding markets.  

4.

Compensation.  As compensation for the services to be provided pursuant to this Agreement, Executive shall receive from M&I or the Bank, as applicable, the benefits set forth below:

A.

Consulting Fee.  During the Term, the Bank shall pay Executive a consulting fee equal to Ten Thousand Dollars ($10,000) per month, payable at the beginning of each month.  The consulting fees paid to Executive will not be eligible to be included as compensation for purposes of any qualified or nonqualified pension or welfare benefit plans of M&I or its affiliates.  The Bank will not withhold any federal, state or local income or employment taxes from the compensation unless a taxing authority determines that Executive is not an independent contractor.

B.

Reimbursement of Expenses.  The Bank will pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in the performance of his duties hereunder upon submission of documentation in accordance with the Bank’s expense reimbursement policy.

C.

Health Insurance.  For the first eighteen months after the Merger Date, Executive and his spouse will be eligible to participate in M&I’s health and dental plans to the extent that Executive elects continuation coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).  M&I will subsidize health and dental coverage (including payment of the COBRA premiums) for Executive and his spouse (as of the date of this Consulting Agreement, and for so long as she remains Executive’s spouse) in the same monthly dollar amount as it subsidizes health and dental coverage for full-time M&I employees and their spouses for so long as the Term continues.  Any taxes associated with such subsidy are the responsibility of Executive.  The period for which Executive and his spouse are entitled to continuation coverage under COBRA wi ll commence on the Merger Date and will run for eighteen months.  If the Term extends beyond the COBRA period, Executive and his spouse will continue to be eligible to participate in M&I’s health and dental plans during the Term pursuant to the contractual terms of this Consulting Agreement, and the M&I subsidy will continue on the terms set forth above, however Executive or his spouse will have no COBRA rights at the end of the Term.  Again, any taxes associated with such subsidy are the responsibility of Executive.  Notwithstanding the foregoing, Executive will have the ability to purchase health and dental coverage at a rate equal to that offered under COBRA for no less than six months following the end of the Term.

D.

Club Dues.  For the Term, the Bank will pay the annual membership dues for the Indian Hills Country Club, the River Club and the Carriage Club in Kansas City and the Lemon Bay Country Club in Florida.

5.

Confidentiality, Non-Solicitation and Non-Competition Provisions.  In consideration of the benefits provided above, Executive agrees to act in accordance with each of the following provisions, which Executive acknowledges to be severable and independent of one another.  The term “Company” means Marshall & Ilsley Corporation (“M&I”), the Bank, Gold Banc Corporation, Inc. (“Gold Banc”) and any Affiliate.  “Affiliate” means any corporation, partnership, limited liability company or other business entity which, directly or indirectly through one or more intermediaries, is or was controlled by M&I or Gold Banc.  The term “control” means the power, directly or indirectly, to vote 50% or more of the securities which have ordinary voting power in the election of directors (or individuals filling any analogous positions).

A.

Confidentiality.  For the Term, Executive agrees that he will not, directly or indirectly, use or disclose any Confidential Information of the Company except for use in connection with his duties for the Company.  For purposes of this Agreement, “Confidential Information” is defined as all non-Trade Secret information possessed by the Executive about the Company and its business activities, which (i) is not generally known (other than as a result of disclosure by him in violation of this paragraph (a)) and is used or is useful in the conduct of the business of the Company, (ii) confers or tends to confer a competitive advantage over one who does not possess the information, or (iii) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic values from its disclosur e or use.  “Trade Secret” has the meaning assigned in the applicable state law governing trade secrets.  Nothing in this restriction shall be deemed to limit Executive’s obligations to treat Trade Secrets of the Company in the manner contemplated by the applicable state law governing such trade secrets, and Executive agrees to take all reasonable steps to protect such Trade Secrets in accordance with applicable law.  If Executive is requested or becomes legally required or compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a governmental body to make any disclosure that is prohibited or otherwise constrained by this Agreement, Executive will provide M&I with prompt written notice of such request so that it may seek an appropriate protective order or other appropriate remedy.  Subject to the foregoing, Executive may furnish that portion (and only tha t portion) of the Confidential Information that he is legally compelled or are otherwise required to disclose.

B.

Non-Solicitation of Customers.  For the Term, Executive agrees not to solicit, entice or encourage any Customer of the Company so as to cause or attempt to cause such Customer not to do business with the Company, to diminish its business with the Company, or to purchase products or services sold by the Company from any source other than the Company.  For purposes of this paragraph, “Customer” shall mean any person or business (i) which purchased products or services from the Company during the one (1) year period preceding the date of the solicitation, enticement or encouragement; and (ii) with whom Executive had Direct Contact on behalf of the Company during such one (1) year period.  For purposes of this Paragraph, the term “Direct Contact” means intentional contact by the Executive to either establish, maintain or enhance the Company’s business relationship with Customer, whether contact was in person, by phone, or in writing, other than a general mailing sent to a broad-based group under Executive’s signature.

C.

Non-Solicitation of Employees.  For the Term, Executive will not induce or attempt to induce any employee of the Company to terminate his or her employment with, or reduce the hours he or she works for, the Company.

D.

General Non-Competition Provisions.  For the Term, Executive agrees not to directly or indirectly perform services of the type performed by Executive for the Company for any Competitor of the Company where the services Executive provides directly relate to or benefit any of the Competitor’s business activities within 35 miles of any of the Company’s business locations unless M&I has first consented in writing thereto.  In addition, for the Term, Executive agrees not to engage, directly or indirectly, in any business which is substantially similar to or competes with the business of the Company within 35 miles of any of the Company’s business locations, either as a proprietor, partner, employee, agent, owner (or in the case of a publicly-traded company, a greater than five percent shareholder), partner, officer, director, independent contractor, or otherwise, unless M&I has firs t consented in writing thereto.  For purposes of this paragraph, “Competitor” shall mean an entity in the financial services business which is engaged in deposit taking, lending, or trust products or services.

E.

Acknowledgement/Consequences of Breach.  Executive acknowledges that irreparable and incalculable injury will result to the Company, its business or properties, in the event of a breach by Executive of any of the restrictions set forth in this Paragraph 5.  Executive therefore agrees that, in the event of any such actual, impending or threatened breach, the Company will be entitled, in addition to any other remedies, to temporary and permanent injunctive relief (without necessity of posting a bond or other security) restraining the violation or further violation of such restrictions by Executive.  Executive further agrees that in the event of any such breach, the Company shall be entitled to recover from Executive the monetary value of all consideration paid to him under this Consulting Agreement and suspend all future payments and benefits which might otherwise be due to Executive hereunder. &n bsp;The election of any one or more remedies by the Company shall not constitute a waiver of its right to pursue other available remedies.

6.

Miscellaneous.

A.

Amendment.  This Agreement may not be amended or modified except by written instrument executed by the Company and Executive.

B.

Letter Agreement.  The benefits provided to the Executive hereunder are in addition to the post-termination benefits provided to Executive under the Letter Agreement.

C.

No Merger.  If the merger of Gold Banc Corporation, Inc. with and into Marshall & Ilsley Corporation does not occur, this Agreement will be void and of no further effect.

D.

Miscellaneous.  This Agreement shall be governed by the laws of the State of Kansas, without regard to its conflicts of law provisions. This Agreement shall be binding upon, inure to the benefit of and shall be enforceable by the Company, Executive and their successors and assigns.  Each provision of this Agreement is severable, and the unenforceability of any provision shall not affect the enforceability of any other provision of this Agreement. If any provision of Paragraph 5 is deemed to be unenforceable, it shall be modified to the minimal extent necessary so that the provision will be enforceable.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

M&I MARSHALL & ILSLEY BANK

By:

/s/ Paul J. Renard                                    

Paul J. Renard, Senior Vice President

EXECUTIVE

/s/ Malcolm M. Aslin                                         

Malcolm M. Aslin