8-A12B

As filed with the Securities and Exchange Commission on July 28, 2004

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

MARSHALL & ILSLEY CORPORATION

(Exact name of registrants as specified in its charter)

Wisconsin	39-0968604
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

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

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨

Securities Act registration statement file number to which this form relates: 333-116138

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange in which each class is to be registered
Common SPACES	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

The class of securities to be registered is the Common SPACES (the “SPACES”) of Marshall & Ilsley Corporation (the “Company”).

For a description of the SPACES, reference is made to the description of the SPACES included in the Prospectus Supplement dated July 26, 2004 related to the SPACES, which description is incorporated by reference. The Prospectus Supplement forms part of the Registration Statement on Form S-3 (File No. 333-116138), as amended and supplemented, which has been declared effective by the Securities and Exchange Commission. The Prospectus Supplement has been filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and is incorporated herein by reference.

Item 2. Exhibits.

Exhibit No.	Exhibit
1.	Restated Articles of Incorporation, as amended, incorporated by reference to Exhibit 3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003
2.	Bylaws, as amended, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated August 30, 2002
3.	Form of Stock Purchase Contract Agreement
4.	Form of Pledge Agreement
5.	Junior Subordinated Indenture between the Company and BNY Midwest Trust Company, dated as of June 1, 2004, incorporated by reference to Exhibit 4.14 of the Company’s Registration Statement on Form S-3 (File No. 333-116138)
6.	Form of Supplemental Indenture between the Company and BNY Midwest Trust Company
7.	Certificate of Trust of M&I Capital Trust B, incorporated by reference to Exhibit 4.15 of the Company’s Registration Statement on Form S-3 (File No. 333-116138)
8.	Trust Agreement of M&I Capital Trust B, incorporated by reference to Exhibit 4.16 of the Company’s Registration Statement on Form S-3 (File No. 333-116138)
9.	Form of Amended and Restated Trust Agreement of M&I Capital Trust B
10.	Form of Guarantee Agreement for M&I Capital Trust B
11.	Form of STACKS (included in Exhibit 9 as Exhibit C thereto)
12.	Form of Normal Common SPACES (included in Exhibit 3 as Exhibit A thereto)
13.	Form of Stripped Common SPACES (included in Exhibit 3 as Exhibit B thereto)

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

MARSHALL & ILSLEY CORPORATION
By:	/s/    RANDALL J. ERICKSON
	Randall J. Erickson, Senior Vice President, General Counsel and Secretary

Dated: July 28, 2004

EX-99.3

Exhibit 3

STOCK PURCHASE CONTRACT AGREEMENT

between

MARSHALL & ILSLEY CORPORATION

and

BNY MIDWEST TRUST COMPANY,

as Stock Purchase Contract Agent

Dated as of July 29, 2004

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01	Definitions	1
Section 1.02	Compliance Certificates and Opinions	10
Section 1.03	Form of Documents Delivered to Stock Purchase Contract Agent	11
Section 1.04	Acts of Holders; Record Dates	11
Section 1.05	Notices	13
Section 1.06	Notice to Holders; Waiver	13
Section 1.07	Effect of Headings and Table of Contents	14
Section 1.08	Successors and Assigns	14
Section 1.09	Separability Clause	14
Section 1.10	Benefits of Agreement	14
Section 1.11	Governing Law	14
Section 1.12	Legal Holidays	14
Section 1.13	Counterparts	15
Section 1.14	Inspection of Agreement	15
Section 1.15	Appointment of Financial Institution as Agent for the Company	15
Section 1.16	No Waiver	15
	ARTICLE II
	CERTIFICATE FORMS
Section 2.01	Forms of Certificates Generally	15
Section 2.02	Form of Stock Purchase Contract Agent’s Certificate of Authentication	16
	ARTICLE III
	THE COMMON SPACES
Section 3.01	Amount; Form and Denominations	16
Section 3.02	Rights and Obligations Evidenced by the Certificates	17
Section 3.03	Execution, Authentication, Delivery and Dating	17
Section 3.04	Temporary Certificates	18
Section 3.05	Registration; Registration of Transfer and Exchange	18
Section 3.06	Book-Entry Interests	20
Section 3.07	Notices to Holders	20
Section 3.08	Appointment of Successor Depositary	21
Section 3.09	Definitive Certificates	21
Section 3.10	Mutilated, Destroyed, Lost and Stolen Certificates	21
Section 3.11	Persons Deemed Owners	22
Section 3.12	Cancellation	23
Section 3.13	Creation of Stripped Common SPACES by Substitution of Treasury Securities	23
Section 3.14	Recreation of Normal Common SPACES	25
Section 3.15	Transfer of Collateral upon Occurrence of Termination Event	26
Section 3.16	No Consent to Assumption	26

	ARTICLE IV
	THE STACKS
Section 4.01	Distributions; Rights to Distributions Preserved	26
Section 4.02	Notice and Voting	27
	ARTICLE V
	THE PURCHASE CONTRACTS
Section 5.01	Purchase of Shares of Common Stock	28
Section 5.02	Remarketing; Payment of Purchase Price	30
Section 5.03	Issuance of Shares of Common Stock	32
Section 5.04	Certain Adjustments	33
Section 5.05	Notice of Adjustments and Certain Other Events	40
Section 5.06	Termination Event; Notice	41
Section 5.07	Early Settlement	41
Section 5.08	Intentionally Omitted	43
Section 5.09	No Fractional Shares	43
Section 5.10	Charges and Taxes	43
Section 5.11	Contract Payments	44
Section 5.12	Deferral of Contract Payments	48
	ARTICLE VI
	REMEDIES
Section 6.01	Unconditional Right of Holders to Receive Contract Payments and to Purchase Shares of Common Stock	49
Section 6.02	Restoration of Rights and Remedies	50
Section 6.03	Rights and Remedies Cumulative	50
Section 6.04	Delay or Omission Not Waiver	50
Section 6.05	Undertaking for Costs	50
Section 6.06	Waiver of Stay or Extension Laws	50
	ARTICLE VII
	THE PURCHASE CONTRACT AGENT
Section 7.01	Certain Duties and Responsibilities	51
Section 7.02	Notice of Default	52
Section 7.03	Certain Rights of Stock Purchase Contract Agent	52
Section 7.04	Not Responsible for Recitals or Issuance of Common SPACES	53
Section 7.05	May Hold Common SPACES	53
Section 7.06	Money Held in Custody	54
Section 7.07	Compensation and Reimbursement	54
Section 7.08	Corporate Stock Purchase Contract Agent Required, Eligibility	54
Section 7.09	Resignation and Removal; Appointment of Successor	55
Section 7.10	Acceptance of Appointment by Successor	56
Section 7.11	Merger, Conversion, Consolidation or Succession to Business	56
Section 7.12	Preservation of Information; Communications to Holders	57
Section 7.13	No Obligations of Stock Purchase Contract Agent	57
Section 7.14	Tax Compliance	57

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	ARTICLE VIII
	SUPPLEMENTAL AGREEMENTS
Section 8.01	Supplemental Agreements Without Consent of Holders	58
Section 8.02	Supplemental Agreements with Consent of Holders	58
Section 8.03	Execution of Supplemental Agreements	59
Section 8.04	Effect of Supplemental Agreements	59
Section 8.05	Reference to Supplemental Agreements	60
	ARTICLE IX
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 9.01	Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions	60
Section 9.02	Rights and Duties of Successor Corporation	60
Section 9.03	Officers’ Certificate and Opinion of Counsel Given to Stock Purchase Contract Agent	61
	ARTICLE X
	COVENANTS
Section 10.01	Performance Under Stock Purchase Contracts	61
Section 10.02	Maintenance of Office or Agency	61
Section 10.03	Company to Reserve Common Stock	62
Section 10.04	Covenants as to Common Stock	62
Section 10.05	Statements of Officers of the Company as to Default	62
Section 10.06	ERISA	62
Section 10.07	Tax Treatment	62

EXHIBITS:

Exhibit A – Form of Normal Common SPACES Certificate

Exhibit B – Form of Stripped Common SPACES Certificate

Exhibit C – Instruction from Stock Purchase Contract Agent to Collateral Agent

Exhibit D – Instruction to Stock Purchase Contract Agent

Exhibit E – Notice to Settle by Separate Cash

Exhibit F – Notice From Stock Purchase Contract Agent To Collateral Agent (Settlement of Purchase Contract through Remarketing

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STOCK PURCHASE CONTRACT AGREEMENT, dated as of July 29, 2004, between Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”), and BNY Midwest Trust Company, an Illinois trust company, acting as stock purchase contract agent for the Holders of Common SPACES (as defined herein) from time to time (the “Stock Purchase Contract Agent”).

RECITALS

The Company has duly authorized the execution and delivery of this Agreement and the Certificates evidencing the Common SPACES.

All things necessary to make the Stock Purchase Contracts (as defined herein), when the Certificates (as defined herein) are executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Stock Purchase Contract Agent, as provided in this Agreement, the valid obligations of the Company, and to constitute these presents a valid agreement of the Company, in accordance with its terms, have been done. For and in consideration of the premises and the purchase of the Common SPACES by the Holders thereof, it is mutually agreed as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 1.01 Definitions.

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

(b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States;

(c) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Exhibit or other subdivision; and the following terms have the meanings given to them in this Section 1.01(c):

“Act” has the meaning, with respect to any Holder, set forth in Section 1.04(a).

“Adjusted Applicable Market Value” has the meaning set forth in Section 5.01(a).

“Adjustment Factor” has the meaning set forth in Section 5.01(a).

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“Applicable Market Value” has the meaning set forth in Section 5.01(a).

“Applicable Remarketing Settlement Date” means the first date that occurs after the date of Collateral Substitution among August 15, 2007, November 15, 2007, February 15, 2008, May 15, 2008, and August 15, 2008.

“Applicants” has the meaning set forth in Section 7.12(b).

“Bankruptcy Code” means Title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

“Base Indenture” means the Indenture, dated as of June 1, 2004 between the Company and the Debenture Trustee, as amended or supplemented from time to time.

“Beneficial Owner” means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Depositary or on the books of a Person maintaining an account with such Depositary (directly as a Depositary Participant or as an indirect participant, in each case in accordance with the rules of such Depositary).

“Board Of Directors” means the board of directors of the Company or a duly authorized committee of that board.

“Board Resolution” means one or more resolutions of the Board of Directors, a copy of which has been certified by the Secretary or an Assistant Secretary of the Company, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Stock Purchase Contract Agent.

“Book-Entry Interest” means a beneficial interest in a Global Certificate, registered in the name of a Depositary or a nominee thereof, ownership and transfers of which shall be maintained and made through book entries by such Depositary as described in Section 3.06.

“Business Day” means a day other than a Saturday, a Sunday, or any other day on which banking institutions in New York, New York, Milwaukee, Wisconsin or Wilmington, Delaware are authorized or required by law or executive order to remain closed.

“Cash Merger” has the meaning set forth in Section 5.04(b)(ii).

“Cash Merger Early Settlement” has the meaning set forth in Section 5.04(b)(ii).

“Cash Merger Early Settlement Date” has the meaning set forth in Section 5.04(b)(ii).

“Cash Settlement” has the meaning set forth in Section 5.02(b)(i).

“Certificate” means a Normal Common SPACES Certificate or a Stripped Common SPACES Certificate.

“Closing Price” has the meaning set forth in Section 5.01(a).

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“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning set forth in Section 1.01(e) of the Pledge Agreement.

“Collateral Account” has the meaning set forth in Section 1.01(e) of the Pledge Agreement.

“Collateral Agent” means JPMorgan Chase Bank, as Collateral Agent under the Pledge Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter “Collateral Agent” shall mean the Person who is then the Collateral Agent thereunder.

“Collateral Substitution” means (i) with respect to a Normal Common SPACES, the substitution for the Pledged STACKS included in such Normal Common SPACES by Treasury Securities or portions thereof in an aggregate principal amount at maturity equal to the aggregate liquidation amount of such Pledged STACKS, or (ii) with respect to a Stripped Common SPACES, the substitution for the Pledged Treasury Securities included in such Stripped Common SPACES by STACKS in an aggregate liquidation amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities.

“Common SPACES” means a Normal Common SPACES or a Stripped Common SPACES, as the case may be.

“Common Stock” means the common stock, par value $1.00 per share, of the Company.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor shall have become such pursuant to the applicable provision of this Agreement, and thereafter “Company” shall mean such successor.

“Constituent Person” has the meaning set forth in Section 5.04(b)(i).

“Contract Payments” means the payments payable by the Company on the Payment Dates in respect of each Stock Purchase Contract, at a rate per year of 2.60% of the Stated Amount per Stock Purchase Contract.

“Corporate Trust Office” means the office of the Stock Purchase Contract Agent at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602 (provided, however, for purposes of Section 10.02 only, the Corporate Trust Office shall be located at [    ]).

“Current Market Price” has the meaning set forth in Section 5.04(a)(viii).

“Custodial Agent” means JPMorgan Chase Bank, as Custodial Agent under the Pledge Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter “Custodial Agent” shall mean the Person who is then the Custodial Agent thereunder.

“Debentures” has the meaning set forth in the Trust Agreement.

“Debenture Trustee” means BNY Midwest Trust Company, an Illinois trust company,

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solely in its capacity as trustee pursuant to the Indenture and not in its individual capacity, or its successor in interest in such capacity, or any successor trustee appointed as provided in the Indenture.

“Deferred Contract Payments” has the meaning set forth in Section 5.12(a).

“Depositary” means a clearing agency registered under Section 17A of the Exchange Act that is designated to act as Depositary for the Common SPACES as contemplated by Sections 3.06 and 3.08.

“Depositary Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Depositary effects book-entry transfers and pledges of securities deposited with the Depositary.

“Distribution Rate” has the meaning set forth in the Trust Agreement.

“Dividend Threshold Amount” has the meaning set forth in Section 5.04(a)(v).

“DTC” means The Depository Trust Company.

“Early Settlement” has the meaning set forth in Section 5.07(a).

“Early Settlement Amount” has the meaning set forth in Section 5.07(b).

“Early Settlement Date” has the meaning set forth in Section 5.07(b).

“Early Settlement Rate” has the meaning set forth in Section 5.07(c).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

“Expiration Date” has the meaning set forth in Section 1.04(e).

“Expiration Time” has the meaning set forth in Section 5.04(a)(vi).

“Failed Remarketing” has the meaning set forth in the Trust Agreement.

“First Supplemental Indenture” means the First Supplemental Indenture to the Indenture, dated as of the date hereof, between the Company and the Debenture Trustee, as amended or supplemented from time to time.

“Fixed Settlement Rate” means each of the Maximum Share Number and the Minimum Share Number.

“Global Certificate” means a Certificate that evidences all or part of the Common SPACES and is registered in the name of the Depositary or a nominee thereof.

“Holder” means, with respect to a Common SPACES, the Person in whose name the Common SPACES evidenced by a Certificate is registered in the Security Register; provided,

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however, that solely for the purpose of determining whether the Holders of the requisite number of Common SPACES have voted on any matter (and not for any other purpose hereunder), if the Common SPACES remains in the form of one or more Global Certificates and if the Depositary that is the registered holder of such Global Certificate has sent an omnibus proxy assigning voting rights to the Depositary Participants to whose accounts the Common SPACES are credited on the record date, the term “Holder” shall mean such Depositary Participant acting at the direction of the Beneficial Owners.

“Indemnitees” has the meaning set forth in Section 7.07(c).

“Indenture” means the Base Indenture and the First Supplemental Indenture, taken together.

“Initial Liquidation Amount” has the meaning set forth in the Trust Agreement.

“Issuer Order” or “Issuer Request” means a written order or request signed in the name of the Company by (i) either its Chief Executive Officer, its President or one of its Vice Presidents, and (ii) either its Corporate Secretary or one of its Assistant Corporate Secretaries or its Treasurer or one of its Assistant Treasurers, and delivered to the Stock Purchase Contract Agent.

“Maximum Share Number” has the meaning set forth in Section 5.01(a)(iii).

“Minimum Share Number” has the meaning set forth in Section 5.01(a)(i).

“Non-Electing Share” has the meaning set forth in Section 5.04(b)(i).

“Normal Common SPACES” means the collective rights and obligations of a Holder of a Normal Common SPACES Certificate in respect of a 1/40 undivided beneficial interest in a STACKS subject to the Pledge thereof, and the related Stock Purchase Contract.

“Normal Common SPACES Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Normal Common SPACES specified on such certificate.

“NYSE” has the meaning set forth in Section 5.01(a).

“Officers’ Certificate” means a certificate signed by (i) either the Company’s Chief Executive Officer, its President or one of its Vice Presidents, and (ii) either the Company’s Corporate Secretary or one of its Assistant Corporate Secretaries or its Treasurer or one of its Assistant Treasurers, and delivered to the Stock Purchase Contract Agent.

“Opinion Of Counsel” means a written opinion of counsel, who may be counsel to the Company (and who may be an employee of the Company), and who shall be reasonably acceptable to the Stock Purchase Contract Agent. An Opinion of Counsel may rely on certificates as to matters of fact.

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“Outstanding Common SPACES” means, with respect to any Common SPACES and as of the date of determination, all Common SPACES evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except:

(i) if a Termination Event has occurred, (x) Normal Common SPACES for which the underlying STACKS have been theretofore deposited with the Stock Purchase Contract Agent in trust for the Holders of such Normal Common SPACES and (y) Stripped Common SPACES;

(ii) Common SPACES evidenced by Certificates theretofore cancelled by the Stock Purchase Contract Agent or delivered to the Stock Purchase Contract Agent for cancellation or deemed cancelled pursuant to the provisions of this Agreement; and

(iii) Common SPACES evidenced by Certificates in exchange for or in lieu of which other Certificates have been authenticated, executed on behalf of the Holder and delivered pursuant to this Agreement, other than any such Certificate in respect of which there shall have been presented to the Stock Purchase Contract Agent proof satisfactory to it that such Certificate is held by a protected purchaser in whose hands the Common SPACES evidenced by such Certificate are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite number of the Common SPACES have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Common SPACES owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding Common SPACES, except that, in determining whether the Stock Purchase Contract Agent shall be authorized and protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Common SPACES that a Responsible Officer of the Stock Purchase Contract Agent actually knows to be so owned shall be so disregarded. Common SPACES so owned that have been pledged in good faith may be regarded as Outstanding Common SPACES if the pledgee establishes to the satisfaction of the Stock Purchase Contract Agent the pledgee’s right so to act with respect to such Common SPACES and that the pledgee is not the Company or any Affiliate of the Company.

“Payment Date” means each February 15, May 15, August 15 and November 15 of each year, commencing November 15, 2004.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

“Plan” means an employee benefit plan that is subject to ERISA, a plan or individual retirement account that is subject to Section 4975 of the Code or any entity whose assets are considered assets of any such plan.

“Pledge” means the pledge under the Pledge Agreement of the STACKS or the Treasury Securities, as the case may be, in each case constituting a part of the Common SPACES.

“Pledge Agreement” means the Pledge Agreement, dated as of the date hereof, among the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders from time to time of the Common SPACES, as amended from time to time.

“Pledged STACKS” has the meaning set forth in Section 1.01(e) of the Pledge Agreement.

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“Pledged Treasury Securities” has the meaning set forth in Section 1.01(e) of the Pledge Agreement.

“Predecessor Certificate” means a Predecessor Normal Common SPACES Certificate or a Predecessor Stripped Common SPACES Certificate.

“Predecessor Normal Common SPACES Certificate” of any particular Normal Common SPACES Certificate means every previous Normal Common SPACES Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder under the Normal Common SPACES evidenced thereby; and, for the purposes of this definition, any Normal Common SPACES Certificate authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Normal Common SPACES Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Normal Common SPACES Certificate.

“Predecessor Stripped Common SPACES Certificate” of any particular Stripped Common SPACES Certificate means every previous Stripped Common SPACES Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder under the Stripped Common SPACES evidenced thereby; and, for the purposes of this definition, any Stripped Common SPACES Certificate authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Stripped Common SPACES Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Stripped Common SPACES Certificate.

“Proceeds” has the meaning set forth in Section 1.01(e) of the Pledge Agreement.

“Prospectus” means the prospectus relating to the delivery of shares or any securities in connection with an Early Settlement pursuant to Section 5.07 or a Cash Merger Early Settlement of Stock Purchase Contracts pursuant to Section 5.04(b)(ii), in the form in which first filed, or transmitted for filing, with the Securities and Exchange Commission after the effective date of the Registration Statement pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein as of the date of such Prospectus.

“Purchase Price” has the meaning set forth in Section 5.01(a).

“Purchased Shares” has the meaning set forth in Section 5.04(a)(vi)(A).

“Record Date” for any distribution and Contract Payment payable on any Payment Date means, as to any Global Certificate or any other Certificate, the first business day of the calendar month in which the relevant Payment Date falls; provided that the Company may, at its option, select any other day as the Record Date for any Payment Date so long as such Record Date selected is more than one Business Day but less than 60 Business Days prior to such Payment Date.

“Reference Dealer” means a dealer engaged in trading of convertible securities.

“Reference Price” has the meaning set forth in Section 5.01(a)(ii).

“Registration Statement” means a registration statement under the Securities Act prepared by the Company covering, inter alia, the delivery by the Company of any securities in connection with an Early Settlement on the Early Settlement Date or a Cash Merger Early

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Settlement of Stock Purchase Contracts on the Cash Merger Early Settlement Date under Section 5.04(b)(ii), including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement, and any post-effective amendments thereto.

“Remarketing” has the meaning set forth in the Trust Agreement.

“Remarketing Agent” has the meaning set forth in the Trust Agreement.

“Remarketing Agreement” has the meaning set forth in the Trust Agreement.

“Remarketing Date” has the meaning set forth in the Trust Agreement.

“Remarketing Fee” has the meaning set forth in the Trust Agreement.

“Remarketing Settlement Date” has the meaning set forth in the Trust Agreement.

“Reorganization Event” has the meaning set forth in Section 5.04(b)(i).

“Responsible Officer” shall mean, when used with respect to the Purchase Contact Agent, any officer within the corporate trust department of the Stock Purchase Contract Agent, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Stock Purchase Contract Agent who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Stock Purchase Contract Agreement.

“Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

“Securities Intermediary” means JPMorgan Chase Bank, as Securities Intermediary under the Pledge Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of the Pledge Agreement, and thereafter “Securities Intermediary” shall mean such successor or any subsequent successor who is appointed pursuant to the Pledge Agreement.

“Security Register” and “Security Registrar” have the respective meanings set forth in Section 3.05.

“Senior Debt” has the meaning set forth in Section 6.1 of the First Supplemental Indenture.

“Separate STACKS” means STACKS that are no longer a component of Normal Common SPACES.

“Settlement Rate” has the meaning set forth in Section 5.01(a).

“STACKS” has the meaning set forth in the Trust Agreement.

“Stated Amount” means, with respect to any one Normal Common SPACES or Stripped Common SPACES, $25, and, with respect to any one STACKS, $1,000.

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“Stock Purchase Contract” means, with respect to any Common SPACES, the contract forming a part of such Common SPACES and obligating (i) the Company to sell, and the Holder of such Common SPACES to purchase, shares of Common Stock and (ii) the Company to pay the Holder thereof Contract Payments, in each case on the terms and subject to the conditions set forth in Article V hereof.

“Stock Purchase Contract Agent” means the Person named as the “Stock Purchase Contract Agent” in the first paragraph of this Agreement until a successor Stock Purchase Contract Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Stock Purchase Contract Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“Stock Purchase Contract Settlement Fund” has the meaning set forth in Section 5.03.

“Stock Purchase Date” means August 15, 2007, provided that the Stock Purchase Date may be deferred for quarterly periods until August 15, 2008 in accordance with Section 5.02(b)(v).

“Stripped Common SPACES” means, following the substitution of Treasury Securities for Pledged STACKS as collateral to secure a Holder’s obligations under the Stock Purchase Contract, the collective rights and obligations of a Holder of a Stripped Common SPACES Certificate in respect of such Treasury Securities, subject to the Pledge thereof, and the related Stock Purchase Contract.

“Stripped Common SPACES Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Stripped Common SPACES specified on such certificate.

“Successful” has the meaning set forth in the Trust Agreement.

“Termination Date” means the date, if any, on which a Termination Event occurs.

“Termination Event” means the occurrence of any of the following events:

(i) at any time on or prior to the Stock Purchase Date, a judgment, decree or court order shall have been entered granting relief under the Bankruptcy Code, adjudicating the Company to be insolvent, or approving as properly filed a petition seeking reorganization or liquidation of the Company or any other similar applicable federal or state law and if such judgment, decree or order shall have been entered more than 60 days prior to the Stock Purchase Date, such decree or order shall have continued undischarged and unstayed for a period of 60 days;

(ii) at any time on or prior to the Stock Purchase Date, a judgment, decree or court order for the appointment of a receiver or liquidator or trustee or assignee n bankruptcy or insolvency of the Company or of its property, or for the termination or liquidation of its affairs, shall have been entered and if such judgment, decree or order shall have been entered more than 60 days prior to the Stock Purchase Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of 60 days; or

(iii) at any time on or prior to the Stock Purchase Date, the Company shall file a petition for relief under the Bankruptcy Code, or shall consent to the filing of a bankruptcy

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proceeding against it, or shall file a petition or answer or consent seeking reorganization or liquidation under the Bankruptcy Code or any other similar applicable federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due.

“Threshold Appreciation Price” has the meaning set forth in Section 5.01(a).

“TIA” means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

“Trading Day” has the meaning set forth in Section 5.01(a).

“Treasury Security” means a zero-coupon U.S. Treasury Security maturing on the Applicable Remarketing Settlement Date that will pay $1,000 on the Applicable Remarketing Settlement Date and with the CUSIP numbers as set forth below:

Applicable Remarketing Settlement Date	CUSIP No.
August 15, 2007	912833CS7
November 15, 2007	912833GB0
February 15, 2008	912833CT5
May 15, 2008	912833GC8
August 15, 2008	912833CU2

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of the date hereof, among the Company, as Depositor, the Property Trustee, the Delaware Trustee and the Administrative Trustees (each as named therein) and the several Holders (as defined therein).

“Underwriters” means the underwriters identified in Schedule I to the Underwriting Agreement.

“Underwriting Agreement” means the Underwriting Agreement, dated July 26, 2004, among the Company and the Underwriters, relating to the issuance of Normal Common SPACES by the Company.

“Unsecured Notes” means the unsecured notes of the Company that will be issued pursuant to the Indenture, in the Company’s sole discretion, as provided in Section 5.12(c).

“Vice President” means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President.”

Section 1.02 Compliance Certificates and Opinions.

Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Stock Purchase Contract Agent to take any action in accordance with any provision

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of this Agreement, the Company shall furnish to the Stock Purchase Contract Agent an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if reasonably requested by the Stock Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Notwithstanding any portion of this Agreement to the contrary, the Company shall not be required to furnish the Stock Purchase Contract Agent an Opinion of Counsel in connection with the issuance of the Common SPACES pursuant to the Underwriting Agreement.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 10.05) shall include:

(i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03 Form of Documents Delivered to Stock Purchase Contract Agent.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which its certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

Section 1.04 Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or

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more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Stock Purchase Contract Agent and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.01) conclusive in favor of the Stock Purchase Contract Agent and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Stock Purchase Contract Agent deems sufficient.

(c) The ownership of Common SPACES shall be proved by the Security Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Common SPACES shall bind every future Holder of the same Common SPACES and the Holder of every Certificate evidencing such Common SPACES issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Stock Purchase Contract Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Certificate.

(e) The Company may set any date as a record date for the purpose of determining the Holders of Outstanding Common SPACES entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Agreement to be given, made or taken by Holders of Common SPACES. If any record date is set pursuant to this paragraph, the Holders of the Outstanding Normal Common SPACES and the Outstanding Stripped Common SPACES, as the case may be, on such record date, and no other Holders, shall be entitled to take the relevant action with respect to the Normal Common SPACES or the Stripped Common SPACES, as the case may be, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken prior to or on the applicable Expiration Date by Holders of the requisite number of Outstanding Common SPACES on such record date. Nothing contained in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and be of no effect), and nothing contained in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite number of Outstanding Common SPACES on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Stock Purchase Contract Agent in writing and to each Holder of Common SPACES in the manner set forth in Section 1.06.

With respect to any record date set pursuant to this Section 1.04(e), the Company may designate any date as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Stock Purchase Contract Agent in writing, and to each Holder of Common SPACES in the manner set forth in Section 1.06, prior to or on the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the Company shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

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Section 1.05 Notices.

Any notice or communication is duly given if in writing and delivered in Person or mailed by first-class mail (registered or certified, return receipt requested), telecopier (with receipt confirmed) or overnight air courier guaranteeing next day delivery, to the others’ address; provided that notice shall be deemed given to the Stock Purchase Contract Agent only upon receipt thereof:

If to the Stock Purchase Contract Agent:

BNY Midwest Trust Company

The Stock Purchase Contract Agent

2 N. LaSalle Street

Suite 1020

Chicago, Illinois 60602

Attention: [    ]

Facsimile: [     ]

If to the Company:

Marshall & Ilsley Corporation

770 North Water Street

Milwaukee, Wisconsin 53202

Attention: General Counsel

If to the Collateral Agent:

JPMorgan Chase Bank

The Collateral Agent

4 New York Plaza, Floor 15

New York, New York 10004

Attention: Institutional Trust Services

Facsimile: (212) 623-6274

If to the Trustee:

BNY Midwest Trust Company

2 N. LaSalle Street

Suite 1020

Chicago, Illinois 60602

Attention: Corporate Trust Administration

Facsimile: [    ]

The Stock Purchase Contract Agent shall send to the Indenture Trustee at the telecopier number set forth above a copy of any notices in the form of Exhibits C, D, E or F it sends or receives.

Section 1.06 Notice to Holders; Waiver.

Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In

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any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder, shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Stock Purchase Contract Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Stock Purchase Contract Agent shall constitute a sufficient notification for every purpose hereunder.

Section 1.07 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.08 Successors and Assigns.

All covenants and agreements in this Agreement by the Company and the Stock Purchase Contract Agent shall bind their respective successors and assigns, whether so expressed or not.

Section 1.09 Separability Clause.

In case any provision in this Agreement or in the Common SPACES shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

Section 1.10 Benefits of Agreement.

Nothing contained in this Agreement or in the Common SPACES, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefits or any legal or equitable right, remedy or claim under this Agreement. The Holders from time to time shall be beneficiaries of this Agreement and shall be bound by all of the terms and conditions hereof and of the Common SPACES evidenced by their Certificates by their acceptance of delivery of such Certificates.

Section 1.11 Governing Law.

This Agreement and the Common SPACES shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 1.12 Legal Holidays.

In any case where any Payment Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Common SPACES), Contract Payments or other distributions shall not be paid on such date, but Contract Payments or such other distributions shall be paid on the next succeeding Business Day with the same force and effect as if made on such Payment Date, provided that if such Business Day is in the next succeeding calendar year, then payment of the Contract Payments or other distributions will be made on the Business Day immediately preceding such Business Day. No interest shall accrue or be payable by the Company or to any Holder for the period from and after any such Payment Date.

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In any case where the Stock Purchase Date or any Early Settlement Date or Cash Merger Early Settlement Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Common SPACES), Stock Purchase Contracts shall not be performed and Early Settlement and Cash Merger Early Settlement shall not be effected on such date, but Stock Purchase Contracts shall be performed or Early Settlement or Cash Merger Early Settlement shall be effected, as applicable, on the next succeeding Business Day with the same force and effect as if made on such Stock Purchase Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable.

Section 1.13 Counterparts.

This Agreement may be executed in any number of counterparts by the parties hereto on separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

Section 1.14 Inspection of Agreement.

A copy of this Agreement shall be available at all reasonable times during normal business hours at the Corporate Trust Office for inspection by any Holder or Beneficial Owner.

Section 1.15 Appointment of Financial Institution as Agent for the Company.

The Company may appoint a financial institution (which may be the Collateral Agent) to act as its agent in performing its obligations and in accepting and enforcing performance of the obligations of the Stock Purchase Contract Agent and the Holders, under this Agreement and the Stock Purchase Contracts, by giving notice of such appointment in the manner provided in Section 1.05 hereof. Any such appointment shall not relieve the Company in any way from its obligations hereunder.

Section 1.16 No Waiver.

No failure on the part of the Company, the Stock Purchase Contract Agent, the Collateral Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Company, the Collateral Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

ARTICLE II

CERTIFICATE FORMS

Section 2.01 Forms of Certificates Generally.

The Certificates (including the form of Stock Purchase Contract forming part of each Common SPACES evidenced thereby) shall be in substantially the form set forth in Exhibit A hereto (in the case of Certificates evidencing Normal Common SPACES) or Exhibit B hereto (in the case of Certificates evidencing Stripped Common SPACES), with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be

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required by the rules of any securities exchange on which the Common SPACES are listed or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates.

The definitive Certificates shall be produced in any manner as determined by the officers of the Company executing the Common SPACES evidenced by such Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.

Every Global Certificate authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend in substantially the following form:

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE STOCK PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Section 2.02 Form of Stock Purchase Contract Agent’s Certificate of Authentication.

The form of the Stock Purchase Contract Agent’s certificate of authentication of the Common SPACES shall be in substantially the form set forth on the form of the applicable Certificates.

ARTICLE III

THE COMMON SPACES

Section 3.01 Amount; Form and Denominations.

The aggregate number of Common SPACES evidenced by Certificates authenticated, executed on behalf of the Holders and delivered hereunder is limited to 14,600,000 (or 16,000,000 if the over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement is exercised in

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full), except for Certificates authenticated, executed and delivered upon registration of transfer of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.04, Section 3.05, Section 3.10, Section 3.13, Section 3.14 or Section 8.05.

The Certificates shall be issuable only in registered form and only in denominations of a single Normal Common SPACES or Stripped Common SPACES and any integral multiple thereof.

Section 3.02 Rights and Obligations Evidenced by the Certificates.

Each Normal Common SPACES Certificate shall evidence the number of Normal Common SPACES specified therein, with each such Normal Common SPACES representing (1) the ownership by the Holder thereof of a 1/40 undivided beneficial interest in a STACKS, subject to the Pledge of such STACKS by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Stock Purchase Contract. The Stock Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Normal Common SPACES, to pledge, pursuant to the Pledge Agreement, the STACKS forming a part of such Normal Common SPACES, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such STACKS to secure the obligation of the Holder under each Stock Purchase Contract to purchase shares of Common Stock.

Upon the formation of a Stripped Common SPACES pursuant to Section 3.13, each Stripped Common SPACES Certificate shall evidence the number of Stripped Common SPACES specified therein, with each such Stripped Common SPACES representing (1) the ownership by the Holder thereof of a 1/40 undivided beneficial interest in a Treasury Security with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Stock Purchase Contract. The Stock Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Stripped Common SPACES, to pledge, pursuant to the Pledge Agreement, such Holder’s interest in the Treasury Security forming a part of such Stripped Common SPACES to the Collateral Agent, for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Treasury Security to secure the obligation of the Holder under each Stock Purchase Contract to purchase shares of Common Stock.

Prior to the purchase of shares of Common Stock under each Stock Purchase Contract, such Stock Purchase Contract shall not entitle the Holder of a Common SPACES to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a stockholder of the Company.

Section 3.03 Execution, Authentication, Delivery and Dating.

Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Stock Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Stock Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates.

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The Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, its Chief Executive Officer, its President, its Chief Financial Officer, its Treasurer or one of its Vice Presidents. The signature of any of these officers on the Certificates may be manual or facsimile.

Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.

No Stock Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the manual signature of an authorized officer of the Stock Purchase Contract Agent, as such Holder’s attorney-in-fact. Such signature by an authorized officer of the Stock Purchase Contract Agent shall be conclusive evidence that the Holder of such Certificate has entered into the Stock Purchase Contracts evidenced by such Certificate.

Each Certificate shall be dated the date of its authentication.

No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the Stock Purchase Contract Agent by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

Section 3.04 Temporary Certificates.

Pending the preparation of definitive Certificates, the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu of such definitive Certificates, temporary Certificates that are in substantially the form set forth in Exhibit A or Exhibit B hereto, as the case may be, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Normal Common SPACES or Stripped Common SPACES, as the case may be, are listed, or as may, consistently herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates.

If temporary Certificates are issued, the Company will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the Corporate Trust Office, at the expense of the Company and without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, one or more definitive Certificates of like tenor and denominations and evidencing a like number of Common SPACES as the temporary Certificate or Certificates so surrendered. Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and the same obligations with respect to the Common SPACES evidenced thereby as definitive Certificates.

Section 3.05 Registration; Registration of Transfer and Exchange.

The Stock Purchase Contract Agent shall keep at the Corporate Trust Office a register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Stock

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Purchase Contract Agent shall provide for the registration of Certificates and of transfers of Certificates (the Stock Purchase Contract Agent, in such capacity, the “Security Registrar”). The Security Registrar shall record separately the registration and transfer of the Certificates evidencing Normal Common SPACES and Stripped Common SPACES.

Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denominations, like tenor, and evidencing a like number of Normal Common SPACES or Stripped Common SPACES, as the case may be.

At the option of the Holder, Certificates may be exchanged for other Certificates, of any authorized denominations and evidencing a like number of Normal Common SPACES or Stripped Common SPACES, as the case may be, upon surrender of the Certificates to be exchanged at the Corporate Trust Office. Whenever any Certificates are so surrendered for exchange, the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver the Certificates that the Holder making the exchange is entitled to receive.

All Certificates issued upon any registration of transfer or exchange of a Certificate shall evidence the ownership of the same number of Normal Common SPACES or Stripped Common SPACES, as the case may be, and be entitled to the same benefits and subject to the same obligations under this Agreement as the Normal Common SPACES or Stripped Common SPACES, as the case may be, evidenced by the Certificate surrendered upon such registration of transfer or exchange.

Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Stock Purchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Stock Purchase Contract Agent duly executed, by the Holder thereof or its attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Company and the Stock Purchase Contract Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than any exchanges pursuant to Section 3.04, Section 3.06 and Section 8.05 not involving any transfer.

Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of transfer or for exchange on or after the Business Day immediately preceding the earliest to occur of any Early Settlement Date with respect to such Certificate, any Cash Merger Early Settlement Date with respect to such Certificate, the Stock Purchase Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Stock Purchase Contract Agent shall:

(i) if the Stock Purchase Date (including upon any Cash Settlement) or an Early Settlement Date or a Cash Merger Early Settlement Date with respect to such other Certificate has occurred, deliver the shares of Common Stock issuable in respect of the Stock Purchase Contracts forming a part of the Common SPACES evidenced by such other Certificate; or

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(ii) if a Termination Event shall have occurred prior to the Stock Purchase Date, transfer the STACKS or the Treasury Securities, as the case may be, evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.15 and Article V hereof.

Section 3.06 Book-Entry Interests.

The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Stock Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09:

(i) the provisions of this Section 3.06 shall be in full force and effect;

(ii) the Company shall be entitled to deal with the Depositary for all purposes of this Agreement (including, without limitation, making Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Common SPACES and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.09;

(iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and

(iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.09.

Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Stripped Common SPACES and the recreation of Normal Common SPACES pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

Section 3.07 Notices to Holders.

Whenever a notice or other communication to the Holders is required to be given under this Agreement, the Company or the Company’s agent shall give such notices and communications to the Holders and, with respect to any Common SPACES registered in the name of the Depositary or the nominee of the Depositary, the Company or the Company’s agent shall, except as set forth herein, have no obligations to the Beneficial Owners.

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Section 3.08 Appointment of Successor Depositary.

If the Depositary elects to discontinue its services as securities depositary with respect to the Common SPACES, the Company may, in its sole discretion, appoint a successor Depositary with respect to the Common SPACES.

Section 3.09 Definitive Certificates.

If:

(i) the Depositary notifies the Company that it is unwilling or unable to continue its services as securities depositary with respect to the Common SPACES and no successor Depositary has been appointed pursuant to Section 3.08 within 90 days after such notice; or

(ii) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depositary is required to be so registered to act as the Depositary and so notifies the Company, and no successor Depositary has been appointed pursuant to Section 3.08 within 90 days after such notice; or

(iii) any event of default has occurred and is continuing under the STACKS or this Agreement; or

(iv) the Company determines in its sole discretion that the Global Certificates shall be exchangeable for definitive Certificates,

then (x) definitive Certificates shall be prepared by the Company with respect to such Common SPACES and delivered to the Stock Purchase Contract Agent and (y) upon surrender of the Global Certificates representing the Common SPACES by the Depositary, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Depositary. The Company and the Stock Purchase Contract Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be authorized and protected in relying on, such instructions. Each definitive Certificate so delivered shall evidence Common SPACES of the same kind and tenor as the Global Certificate so surrendered in respect thereof.

Section 3.10 Mutilated, Destroyed, Lost and Stolen Certificates.

If any mutilated Certificate is surrendered to the Stock Purchase Contract Agent, the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, a new Certificate, evidencing the same number of Normal Common SPACES or Stripped Common SPACES, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

If there shall be delivered to the Company and the Stock Purchase Contract Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Stock Purchase Contract Agent that such Certificate has been acquired by a protected purchaser, the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver to the Holder, in lieu of any such destroyed, lost or stolen Certificate, a new Certificate, evidencing the same number of Normal Common SPACES or Stripped Common SPACES, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

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Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder, and deliver to the Holder, a Certificate on or after the Business Day immediately preceding the earliest of any Early Settlement Date with respect to such lost or mutilated Certificate, any Cash Merger Early Settlement Date with respect to such lost or mutilated Certificate, the Stock Purchase Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Stock Purchase Contract Agent shall:

(i) if the Stock Purchase Date or Early Settlement Date or Cash Merger Early Settlement Date with respect to such lost, stolen, destroyed or mutilated Certificate has occurred, deliver the shares of Common Stock issuable in respect of the Stock Purchase Contracts forming a part of the Common SPACES evidenced by such Certificate; or

(ii) if a Cash Settlement with respect to such lost or mutilated Certificate or if a Termination Event shall have occurred prior to the Stock Purchase Date, transfer the STACKS or the Treasury Securities, as the case may be, evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.15 and Article V hereof.

Upon the issuance of any new Certificate under this Section, the Company and the Stock Purchase Contract Agent may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other fees and expenses (including, without limitation, the fees and expenses of the Stock Purchase Contract Agent) connected therewith.

Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Company and of the Holder in respect of the Common SPACES evidenced thereby, whether or not the destroyed, lost or stolen Certificate (and the Common SPACES evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits and be subject to all the obligations of this Agreement equally and proportionately with any and all other Certificates delivered hereunder.

The provisions of this Section are exclusive and shall preclude, to the extent lawful, all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Section 3.11 Persons Deemed Owners.

Prior to due presentment of a Certificate for registration of transfer, the Company and the Stock Purchase Contract Agent, and any agent of the Company or the Stock Purchase Contract Agent, may treat the Person in whose name such Certificate is registered as the owner of the Common SPACES evidenced thereby for purposes of (subject to any applicable record date) any payment or distribution on the STACKS, payment of Contract Payments and performance of the Stock Purchase Contracts and for all other purposes whatsoever in connection with such Common SPACES, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company nor the Stock Purchase Contract Agent, nor any agent of the Company or the Stock Purchase Contract Agent, shall be affected by notice to the contrary.

Notwithstanding the foregoing, with respect to any Global Certificate, nothing contained herein shall prevent the Company, the Stock Purchase Contract Agent or any agent of the Company or the Stock

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Purchase Contract Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary (or its nominee), as a Holder, with respect to such Global Certificate, or impair, as between such Depositary and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depositary (or its nominee) as Holder of such Global Certificate. None of the Company, the Stock Purchase Contract Agent or any agent of the Company or the Stock Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Certificate or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Section 3.12 Cancellation.

All Certificates surrendered for delivery of shares of Common Stock on or after the Stock Purchase Date or upon the transfer of STACKS or for delivery of STACKS or Treasury Securities, as the case may be, after the occurrence of a Termination Event or pursuant to a Cash Settlement, an Early Settlement or a Cash Merger Early Settlement, or upon the registration of transfer or exchange of a Common SPACES, or a Collateral Substitution or the recreation of Normal Common SPACES shall, if surrendered to any Person other than the Stock Purchase Contract Agent, be delivered to the Stock Purchase Contract Agent along with appropriate written instructions regarding the cancellation thereof and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Stock Purchase Contract Agent for cancellation any Certificates previously authenticated, executed and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Certificates so delivered shall, upon an Issuer Order, be promptly cancelled by the Stock Purchase Contract Agent. No Certificates shall be authenticated, executed on behalf of the Holder and delivered in lieu of or in exchange for any Certificates cancelled as provided in this Section, except as expressly permitted by this Agreement. All cancelled Certificates held by the Stock Purchase Contract Agent shall be disposed of in accordance with its customary practices.

If the Company or any Affiliate of the Company shall acquire any Certificate, such acquisition shall not operate as a cancellation of such Certificate unless and until such Certificate is delivered to the Stock Purchase Contract Agent cancelled or for cancellation.

Section 3.13 Creation of Stripped Common SPACES by Substitution of Treasury Securities.

Subject to the conditions set forth in this Agreement, a Holder may, at any time from and after the date of this Agreement and on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Applicable Remarketing Settlement Date, effect a Collateral Substitution and separate the Pledged STACKS from the related Stock Purchase Contracts in respect of all or a portion of such Holder’s Normal Common SPACES by substituting for such Pledged STACKS, Treasury Securities or portions thereof maturing on the Applicable Remarketing Settlement Date in an aggregate principal amount at maturity equal to the aggregate liquidation amount of such Pledged STACKS; provided that Holders may make Collateral Substitutions only in integral multiples of 40 Normal Common SPACES. To effect such substitution, the Holder must:

(1) deposit with the Securities Intermediary Treasury Securities maturing on the Applicable Remarketing Settlement Date and having an aggregate principal amount at maturity equal to the aggregate liquidation amount of the STACKS comprising part of all such Normal Common SPACES; and

(2) transfer the related Normal Common SPACES to the Stock Purchase Contract Agent accompanied by a notice to the Stock Purchase Contract Agent, substantially in the form of Exhibit C

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hereto, (i) stating that the Holder has deposited the relevant amount of Treasury Securities with the Securities Intermediary for credit to the Collateral Account and (ii) instructing the Stock Purchase Contract Agent to instruct the Collateral Agent to release the Pledged STACKS underlying such Normal Common SPACES, whereupon the Stock Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement.

Upon receipt of the Treasury Securities described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of such Pledged STACKS from the Pledge and the transfer of such STACKS to the Stock Purchase Contract Agent on behalf of the Holder free and clear of the Company’s security interest therein. Upon receipt of such STACKS, the Stock Purchase Contract Agent shall promptly:

(i) cancel the related Normal Common SPACES;

(ii) transfer the STACKS to the Holder (such STACKS shall be tradeable as a separate security, independent of the resulting Stripped Common SPACES); and

(iii) authenticate, execute on behalf of such Holder and deliver Stripped Common SPACES in book-entry form, or if applicable, in the form of a Stripped Common SPACES Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Stock Purchase Contracts as were evidenced by the cancelled Normal Common SPACES.

Holders who elect to separate the STACKS from the related Stock Purchase Contracts and to substitute Treasury Securities for such STACKS shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent) in respect of the substitution, and neither the Company nor the Stock Purchase Contract Agent shall be responsible for any such fees or expenses.

In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Normal Common SPACES or fails to deliver Normal Common SPACES Certificates to the Stock Purchase Contract Agent after depositing Treasury Securities with the Securities Intermediary, any distributions on the STACKS constituting a part of such Normal Common SPACES shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Common SPACES are so transferred or the Normal Common SPACES Certificate is so delivered, as the case may be, or, such Holder provides evidence satisfactory to the Company and the Stock Purchase Contract Agent that such Normal Common SPACES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Stock Purchase Contract Agent and the Company.

Except as described in Section 5.02 or in this Section 3.13 or in connection with a Cash Settlement, an Early Settlement, a Cash Merger Early Settlement or a Termination Event, for so long as the Stock Purchase Contract underlying a Normal Common SPACES remains in effect, such Normal Common SPACES shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the STACKS and the Stock Purchase Contract comprising such Normal Common SPACES may be acquired, and may be transferred and exchanged, only as a Normal Common SPACES.

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Section 3.14 Recreation of Normal Common SPACES.

Subject to the conditions set forth in this Agreement, a Holder of Stripped Common SPACES may recreate Normal Common SPACES at any time on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Applicable Remarketing Settlement Date; provided that Holders of Stripped Common SPACES may only recreate Normal Common SPACES in integral multiples of 40 Stripped Common SPACES. To recreate Normal Common SPACES, the Holder must:

(1) transfer to the Securities Intermediary STACKS having an aggregate liquidation amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities comprising part of the Stripped Common SPACES; and

(2) transfer the related Stripped Common SPACES to the Stock Purchase Contract Agent accompanied by a notice to the Stock Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of STACKS to the Securities Intermediary for deposit in the Collateral Account and (ii) instructing the Stock Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Common SPACES, whereupon the Stock Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement.

Upon receipt of the STACKS described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge and the transfer thereof to the Stock Purchase Contract Agent on behalf of the Holder free and clear of the Company’s security interest therein. Upon receipt of such Treasury Securities, the Stock Purchase Contract Agent shall promptly:

(i) cancel the related Stripped Common SPACES;

(ii) transfer the Treasury Securities to the Holder; and

(iii) authenticate, execute on behalf of such Holder and deliver Normal Common SPACES in book-entry form or, if applicable, in the form of a Normal Common SPACES Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Stock Purchase Contracts as were evidenced by the cancelled Stripped Common SPACES.

Holders who elect to recreate Normal Common SPACES shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent) in respect of the recreation, and neither the Company nor the Stock Purchase Contract Agent shall be responsible for any such fees or expenses.

Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Cash Merger Early Settlement or a Termination Event, for so long as the Stock Purchase Contract underlying a Stripped Common SPACES remains in effect, such Stripped Common SPACES shall not be separable into its constituent parts and the rights and obligations of the

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Holder of such Stripped Common SPACES in respect of the 1/40 of a Treasury Security and the Stock Purchase Contract comprising such Stripped Common SPACES may be acquired, and may be transferred and exchanged, only as a Stripped Common SPACES.

Section 3.15 Transfer of Collateral upon Occurrence of Termination Event.

Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the STACKS or the Treasury Securities, as the case may be, underlying the Normal Common SPACES and the Stripped Common SPACES, as the case may be, pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer instructions with respect to such STACKS or Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register.

Upon book-entry transfer of the Normal Common SPACES or the Stripped Common SPACES or delivery of a Normal Common SPACES Certificate or Stripped Common SPACES Certificate to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer the STACKS or Treasury Securities, as the case may be, underlying such Normal Common SPACES or Stripped Common SPACES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Normal Common SPACES or Stripped Common SPACES fails to effect such transfer or delivery, the STACKS or Treasury Securities, as the case may be, underlying such Normal Common SPACES or Stripped Common SPACES, as the case may be, and any distributions thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

(i) the transfer of such Normal Common SPACES or Stripped Common SPACES or surrender of the Normal Common SPACES Certificate or Stripped Common SPACES Certificate or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that such Normal Common SPACES Certificate or Stripped Common SPACES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Stock Purchase Contract Agent and the Company; and

(ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Stock Purchase Contract Agent holds such property.

Section 3.16 No Consent to Assumption.

Each Holder of a Common SPACES, by acceptance thereof, shall be deemed expressly to have withheld any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise, of the Stock Purchase Contract by the Company or its trustee, receiver, liquidator or a person or entity performing similar functions in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation.

ARTICLE IV

THE STACKS

Section 4.01 Distributions; Rights to Distributions Preserved.

Any payment on any STACKS which is paid on any Payment Date shall, subject to receipt thereof by the Stock Purchase Contract Agent from the Company (in the case of a STACKS that is held in

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the name of the Stock Purchase Contract Agent) or from the Collateral Agent as provided by the terms of the Pledge Agreement (in the case of a STACKS that is held in the name of the Collateral Agent), be paid by the Stock Purchase Contract Agent to the Person in whose name the Normal Common SPACES Certificate (or one or more Predecessor Normal Common SPACES Certificates) of which such STACKS forms a part is registered at the close of business on the Record Date for such Payment Date.

Each Normal Common SPACES Certificate evidencing STACKS delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Normal Common SPACES Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrue distributions, which were carried by the STACKS underlying such other Normal Common SPACES Certificate.

In the case of any Normal Common SPACES with respect to which (A) Cash Settlement of the underlying Stock Purchase Contract is properly effected pursuant to Section 5.02(b) or Section 5.02(e) hereof, (B) Early Settlement of the underlying Stock Purchase Contract is properly effected pursuant to Section 5.07 hereof, (C) Cash Merger Early Settlement of the underlying Stock Purchase Contract is properly effected pursuant to Section 5.04(b)(ii) hereof, (D) a Collateral Substitution is properly effected pursuant to Section 3.13, or (E) a Successful Remarketing occurs with respect to the STACKS that is part of such Normal Common SPACES, in each case on a date that is after any Record Date and prior to or on the next succeeding Payment Date, distributions on the STACKS underlying such Normal Common SPACES otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Cash Merger Early Settlement, Collateral Substitution or Initial Remarketing, and such payment or distributions shall, subject to receipt thereof by the Stock Purchase Contract Agent, be payable to the Person in whose name the Normal Common SPACES Certificate (or one or more Predecessor Normal Common SPACES Certificates) was registered at the close of business on the Record Date.

Except as otherwise expressly provided in the immediately preceding paragraph, in the case of any Normal Common SPACES with respect to which Cash Settlement, Early Settlement or Cash Merger Early Settlement of the underlying Stock Purchase Contract is properly effected, or with respect to which a Collateral Substitution has been effected, payments on the related STACKS that would otherwise be payable or made after the Stock Purchase Date, Early Settlement Date, Cash Merger Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Normal Common SPACES; provided, however, that to the extent that such Holder continues to hold Separate STACKS that formerly comprised a part of such Holder’s Normal Common SPACES, such Holder shall be entitled to receive distributions on such Separate STACKS.

Section 4.02 Notice and Voting.

Under the terms of the Pledge Agreement, the Stock Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged STACKS, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of STACKS are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of STACKS, the Stock Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the Holders of Normal Common SPACES a notice:

(i) containing such information as is contained in the notice or solicitation;

(ii) stating that each Holder on the record date set by the Stock Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of STACKS, as the case may be, entitled to vote) shall be entitled to

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instruct the Stock Purchase Contract Agent as to the exercise of the voting rights pertaining to such STACKS underlying their Normal Common SPACES; and

(iii) stating the manner in which such instructions may be given.

Upon the written request of the Holders of Normal Common SPACES on such record date received by the Stock Purchase Contract Agent at least six days prior to such meeting, the Stock Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of STACKS, as the case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Common SPACES, the Stock Purchase Contract Agent shall abstain from voting the STACKS underlying such Normal Common SPACES. The Company hereby agrees, if applicable, to solicit Holders of Normal Common SPACES to timely instruct the Stock Purchase Contract Agent in order to enable the Stock Purchase Contract Agent to vote such STACKS.

The Holders of Normal Common SPACES and Stripped Common SPACES shall have no voting or other rights in respect of Common Stock.

ARTICLE V

THE PURCHASE CONTRACTS

Section 5.01 Purchase of Shares of Common Stock.

(a) Each Stock Purchase Contract shall obligate the Holder of the related Common SPACES to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $25 (the “Purchase Price”), a number of newly issued or treasury shares of Common Stock (subject to Section 5.09) equal to the Settlement Rate (as defined below) unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Common SPACES of which such Stock Purchase Contract is a part shall have occurred. The “Settlement Rate” is equal to:

(i) if the Adjusted Applicable Market Value (as defined below) is greater than or equal to $46.28 (the “Threshold Appreciation Price”), 0.5402 shares of Common Stock per Stock Purchase Contract (such number of shares, as adjusted from time to time pursuant to Section 5.04, the “Minimum Share Number”);

(ii) if the Adjusted Applicable Market Value is less than the Threshold Appreciation Price but greater than $37.32 (the “Reference Price”), the number of shares of Common Stock per Stock Purchase Contract equal to the Stated Amount divided by the Applicable Market Value; and

(iii) if the Adjusted Applicable Market Value is less than or equal to the Reference Price, 0.6699 shares of Common Stock per Stock Purchase Contract (such number of shares, as adjusted from time to time pursuant to Section 5.04, the “Maximum Share Number”).

in each case rounded upward or downward to the nearest 1/10,000th of a share.

The “Adjusted Applicable Market Value” means (i) prior to any adjustment pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a), the Applicable Market Value, and (ii) at the time of and after any adjustment of each Fixed Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a), the Applicable Market Value multiplied by the Adjustment Factor.

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The “Adjustment Factor” means a fraction the numerator of which shall be the Maximum Share Number immediately after such adjustment pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) and the denominator of which shall be the Maximum Share Number immediately prior to such adjustment; provided, however, that if such adjustment to each Fixed Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) during the period taken into consideration for determining the Applicable Market Value, the 20 individual Closing Prices used to determine the Applicable Market Value shall be adjusted rather than the Applicable Market Value and the Applicable Market Value shall be determined by (A) multiplying the Closing Prices for Trading Days prior to such adjustment to each Fixed Settlement Rate by the Adjustment Factor in effect prior to such adjustment, (B) multiplying the Closing Prices for Trading Days following such adjustment by the Adjustment Factor reflecting such adjustment, and (C) dividing the sum of all such adjusted Closing Prices by 20.

The “Applicable Market Value” means the average of the Closing Price per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding August 15, 2007.

The “Closing Price” per share of Common Stock on any date of determination means:

(i) the closing sale price as of the close of the principal trading session (or, if no closing price is reported, the last reported sale price) per share on the New York Stock Exchange, Inc. (the “NYSE”) on such date; or

(ii) if the Common Stock is not listed for trading on the NYSE on any such date, the closing sale price (or, if no closing price is reported, the last reported sale price) per share as reported in the composite transactions for the principal United States national or regional securities exchange on which the Common Stock is so listed; or

(iii) if the Common Stock is not so listed on a United States national or regional securities exchange, the last closing sale price per share as reported by the Nasdaq National Market, Inc.; or

(iv) if the Common Stock is not so reported by the Nasdaq National Market, Inc., the last quoted bid price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization; or

(v) if the bid price referred to in clause (iv) is not available, the market value of Common Stock on such date as determined by a nationally recognized independent investment banking firm retained by the Company for purposes of determining the Closing Price.

A “Trading Day” means a day on which the Common Stock (1) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (2) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock.

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(b) Each Holder of a Normal Common SPACES or a Stripped Common SPACES, by its acceptance of such Common SPACES:

(i) irrevocably authorizes the Stock Purchase Contract Agent to enter into and perform the related Stock Purchase Contract on its behalf as its attorney-in-fact (including, without limitation, the execution of Certificates on behalf of such Holder);

(ii) agrees to be bound by the terms and provisions thereof;

(iii) covenants and agrees to perform its obligations under such Stock Purchase Contract for so long as such Holder remains a Holder of a Normal Common SPACES or a Stripped Common SPACES;

(iv) consents to the provisions hereof;

(v) irrevocably authorizes the Stock Purchase Contract Agent to enter into and perform this Agreement and the Pledge Agreement on its behalf and in its name as its attorney-in-fact;

(vi) consents to, and agrees to be bound by, the Pledge of such Holder’s right, title and interest in and to the Collateral Account, including the STACKS and the Treasury Securities pursuant to the Pledge Agreement; and

(vii) for United States federal, state and local income and franchise tax purposes, agrees to (A) treat an acquisition of the Normal Common SPACES as an acquisition of the STACKS and Stock Purchase Contracts constituting the Normal Common SPACES and (B) treat itself as the owner of the applicable interest in the Collateral Account, including the STACKS and the Treasury Securities,

provided that upon a Termination Event, the rights of the Holder of such Common SPACES under the Stock Purchase Contract may be enforced without regard to any other rights or obligations.

(c) Each Holder of a Normal Common SPACES or a Stripped Common SPACES, by its acceptance thereof, further covenants and agrees that to the extent and in the manner provided in Section 5.02 hereof and the provisions of the Pledge Agreement, but subject to the terms thereof, Proceeds of the STACKS or the Treasury Securities, as applicable, on the Stock Purchase Date, shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under such Stock Purchase Contract and such Holder shall acquire no right, title or interest in such Proceeds.

(d) Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee) by the terms of this Agreement, the Stock Purchase Contracts underlying such Certificate and the Pledge Agreement and the transferor shall be released from the obligations under this Agreement, the Stock Purchase Contracts underlying the Certificate so transferred and the Pledge Agreement. The Company covenants and agrees, and each Holder of a Certificate, by its acceptance thereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

Section 5.02 Remarketing; Payment of Purchase Price.

(a) (i) The Company shall conduct a Remarketing of the STACKS in accordance with Article X of the Trust Agreement and the Remarketing Agreement.

(ii) With respect to any STACKS which constitute part of Normal Common SPACES which are subject to the Final Remarketing with respect to the August 15, 2008

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Remarketing Settlement Date, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and Section 5.02(c) below, may, among other things, (A) retain such STACKS in full satisfaction of the Holders’ obligations under the Stock Purchase Contracts or (B) sell such STACKS in one or more public or private sales or otherwise.

(iii) Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate STACKS may elect to have their Separate STACKS remarketed under the Remarketing Agreement by delivering their Separate STACKS, along with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent. The Custodial Agent shall hold Separate STACKS in an account separate from the Collateral Account in which the Pledged STACKS (as defined in the Pledge Agreement) shall be held. Holders of Separate STACKS electing to have their Separate STACKS remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate STACKS to such Holder. Promptly after 11:00 a.m. on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate STACKS to be remarketed. After such time, such election shall become an irrevocable election to have such Separate STACKS remarketed in such Remarketing.

(iv) The Stock Purchase Contract Agent shall give Holders of Common SPACES, and the Company shall request that the Depositary or its nominee give Depositary Participants holding Common SPACES and Separate STACKS, notice of a Remarketing at least 21 Business Days prior to the related Remarketing Date. Such notice will set forth the information required to be set forth in the notice pursuant to Section 10.4(a) of the Trust Agreement.

(b) (i) Unless an Early Settlement or a Cash Merger Early Settlement has occurred prior to the Stock Purchase Date, each Holder of Normal Common SPACES shall have the right to satisfy such Holder’s obligations under the Stock Purchase Contract on the Stock Purchase Date in cash by notifying the Stock Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to pay in cash (“Cash Settlement”) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Stock Purchase Date. Promptly following 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Stock Purchase Date, the Stock Purchase Contract Agent shall notify the Collateral Agent and the Trustee of the receipt of such notices from Holders intending to make a Cash Settlement.

(ii) A Holder of a Normal Common SPACES who has so notified the Stock Purchase Contract Agent of its intention to effect a Cash Settlement shall pay the Purchase Price to the Collateral Agent for deposit in the Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Stock Purchase Date, in lawful money of the United States by certified or cashiers’ check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary. Any cash so received shall be paid to the Company on the Stock Purchase Date in settlement of the Stock Purchase Contracts in accordance with the terms of this Agreement and the Pledge Agreement.

(iii) If a Holder of a Normal Common SPACES does not notify the Stock Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.02(b)(ii)

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above, or does notify the Stock Purchase Contract Agent in accordance with Section 5.02(b)(i) above but fails to make such payment as required by Section 5.02(b)(ii) above, such Holder shall be deemed to have consented to the disposition of the Pledged STACKS pursuant to the next applicable Remarketing.

(iv) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day preceding the Stock Purchase Date, the Collateral Agent, based on cash payments received by the Collateral Agent pursuant to Section 5.02(b)(ii) hereof, shall promptly notify the Stock Purchase Contract Agent of the aggregate liquidation amount of STACKS to be tendered for purchase in the Remarketing in a notice pursuant to the terms of the Pledge Agreement.

(v) In the event of a Failed Remarketing, (A) the Stock Purchase Date shall be deferred for a quarterly period (except in the case of a Failed Remarketing with respect to the August 15, 2008 Remarketing Settlement Date, in which case the Stock Purchase Date shall occur on August 15, 2008), and (B) if the Holders of Common SPACES have delivered cash in order to effect Cash Settlement in accordance with Section 5.02(b)(ii) above, the Collateral Agent will promptly return the cash that it has received with respect to the Cash Settlement to the Stock Purchase Contract Agent for distribution to the applicable Holders of Normal Common SPACES.

(vi) In the event of a Successful Remarketing, if the Holders of Common SPACES have delivered cash in order to effect Cash Settlement, the Collateral Agent will cause the Securities Intermediary to effect the release of Pledged STACKS from the Pledge and the transfer of such STACKS to the Stock Purchase Contract Agent on behalf of the Holders free and clear of the Company’s security interest therein. Upon receipt of such STACKS, the Stock Purchase Contract Agent shall promptly transfer the STACKS to the Holders.

(c) The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early Settlement, Cash Merger Early Settlement or Cash Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event will Holders be liable for any deficiency between the Proceeds of the disposition of Collateral and the Purchase Price.

(d) The Company shall not be obligated to issue any shares of Common Stock in respect of a Stock Purchase Contract or deliver any certificates thereof to the Holder of the related Common SPACES unless the Company shall have received payment for the Common Stock to be purchased thereunder in the manner herein set forth.

Section 5.03 Issuance of Shares of Common Stock.

Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b)(ii), on the Stock Purchase Date upon receipt of the aggregate Purchase Price payable on all Outstanding Common SPACES, the Company shall issue and deposit with the Stock Purchase Contract Agent, for the benefit of the Holders of the Outstanding Common SPACES, one or more certificates representing newly issued or treasury shares of Common Stock registered in the name of the Stock Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the “Stock Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder.

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Subject to the foregoing, upon surrender of a Certificate to the Stock Purchase Contract Agent on or after the Stock Purchase Date, Early Settlement Date or Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate representing that number of newly issued or treasury whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Common SPACES then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Stock Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Stock Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Section 5.04 Certain Adjustments.

(a) Adjustments for Dividends, Distributions, Stock Splits, Etc.

(i) In case the Company shall pay or make a dividend or other distribution on Common Stock in Common Stock, each Fixed Settlement Rate in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by dividing such Fixed Settlement Rate by a fraction of which:

(A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination; and

(B) the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately at the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

(ii) In case the Company shall issue rights, warrants or options, other than pursuant to any dividend reinvestment plans or share purchase plans, to all holders of its Common Stock (not being available on an equivalent basis to Holders of the Common SPACES upon settlement of the Stock Purchase Contracts underlying such Common SPACES) entitling them, for a period expiring within 45 days after the record date for the determination of stockholders entitled to receive such rights, warrants or options, to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on the date of announcement of such issuance, each Fixed Settlement Rate in effect at the close of business on the date of such announcement shall be increased by dividing such Fixed Settlement Rate by a fraction of which:

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(A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price; and

(B) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock so offered for subscription or purchase,

such increase to become effective immediately after the opening of business on the Business Day following the date of such announcement. The Company agrees that it shall notify the Stock Purchase Contract Agent if any issuance of such rights, warrants or options is cancelled or not completed following the announcement thereof and each Fixed Settlement Rate shall thereupon be readjusted to the Fixed Settlement Rate in effect immediately prior to the date of such announcement. For the purposes of this paragraph (ii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not issue any such rights, warrants or options in respect of shares of Common Stock held in the treasury of the Company.

(iii) In case outstanding shares of Common Stock shall be subdivided or split into a greater number of shares of Common Stock, each Fixed Settlement Rate in effect at the close of business on the day preceding the day upon which such subdivision or split becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, such Settlement Rate in effect at the close of business on the day preceding the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately at the opening of business on the day following the day upon which such subdivision, split or combination becomes effective.

(iv) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including shares of capital stock, securities, cash and property but excluding any rights, warrants or options referred to in paragraph (i) or (ii) of this Section 5.04(a), and any dividend or distribution paid exclusively in cash), each Fixed Settlement Rate in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted by dividing such rate by a fraction of which:

(A) the numerator shall be the Current Market Price per share of Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and the basis for which shall be generally described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock; and

(B) the denominator shall be such Current Market Price per share of Common Stock,

such adjustment to become effective at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph

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(iv) is applicable, paragraph (ii) of this Section 5.04(a) shall not be applicable. In the event that such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall again be adjusted to be the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared.

(v) In case the Company or any of its subsidiaries shall, by dividend or otherwise, make distributions consisting exclusively of cash to all holders of Common Stock, excluding any cash dividend on the Common Stock to the extent that the aggregate cash dividend per share of Common Stock in any quarter does not exceed $0.21 (the “Dividend Threshold Amount”) (the Dividend Threshold Amount is subject to adjustment whenever the Fixed Settlement Rates are adjusted, which adjustment shall be the inverse of the adjustment made to the Fixed Settlement Rates, provided that no adjustment shall be made to the Dividend Threshold Amount for any adjustment made pursuant to this Section 5.04(a)(v)) then, in such case, each Fixed Settlement Rate in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such dividend shall be adjusted by dividing such rate by a fraction of which:

(A) the numerator shall be the Current Market Price on such date less the amount of cash so distributed applicable to one share of Common Stock in excess of the Dividend Threshold Amount; and

(B) the denominator shall be the Current Market Price on such date,

such adjustment to be effective at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or distribution; provided that if the portion of the cash so distributed applicable to one share of Common Stock in excess of the Dividend Threshold Amount is equal to or greater than the Current Market Price on such date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of a Common SPACES shall have the right to receive upon settlement of the Common SPACES such excess amount. In the event that such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall again be adjusted to be the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared.

(vi) In case a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) that as of the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) exceeds the Closing Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time, each Fixed Settlement Rate shall be increased so that the same shall equal the rate determined by dividing such Fixed Settlement Rate in effect immediately prior to the Expiration Time by a fraction,

(A) the numerator of which shall be equal to the product of (x) the Current Market Price of a share of Common Stock as of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any shares accepted in terms of the tender or exchange offer, such shares being referred to as the “Purchased Shares”) at the Expiration Time less the fair market value (determined by the Board of Directors as aforesaid) of the aggregate consideration payable to stockholders for all Purchased Shares, and

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(B) the denominator of which shall be the product of (x) the number of shares of Common Stock outstanding at the Expiration Time less any Purchased Shares and (y) the Current Market Price of a share of Common Stock at the Expiration Time,

such adjustment to become effective immediately prior to the opening of business on the day following the Expiration Time. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, each Fixed Settlement Rate shall again be adjusted to be the Fixed Settlement Rate that would then be in effect if such tender or exchange offer had not been made.

(vii) The reclassification of Common Stock into securities including securities other than Common Stock (other than any reclassification upon a Reorganization Event to which Section 5.04(b) applies) shall be deemed to involve:

(A) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be “the date fixed for the determination of stockholders entitled to receive such distribution” and the “date fixed for such determination” within the meaning of paragraph (iv) of this Section); and

(B) a subdivision, split or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision or split becomes effective” or “the day upon which such combination becomes effective”, as the case may be, and “the day upon which such subdivision, split or combination becomes effective” within the meaning of paragraph (iii) of this Section).

(viii) The “Current Market Price” per share of Common Stock on any date of determination means the average of the daily Closing Prices for the ten Trading Days ending on the earlier of such date of determination and the day before the “ex date” with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term “Ex Date,” when used with respect to any issuance or distribution, shall mean the first date on which Common Stock trades regular way on such exchange or in such market without the right to receive such issuance or distribution.

(ix) All adjustments to the Fixed Settlement Rate shall be calculated to the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustments in the Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent thereof; provided, however, that any adjustment which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(x) The Company may, but shall not be required to, make such increases in the Fixed Settlement Rate, in addition to those required by this Section, as the Board of Directors considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reason. Any such adjustment to the Fixed Settlement Rate shall be proportionally made to both the Maximum Share Number and the Minimum Share Number.

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(xi) If the Company hereafter adopts any stockholder rights plan, a Holder shall be entitled to receive upon settlement of its Stock Purchase Contracts, in addition to the shares of Common Stock issuable upon settlement, the related rights for the Common Stock, unless the rights under the future stockholder rights plan have separated from the Common Stock at the time of settlement, in which case each Fixed Settlement Rate shall be adjusted as provided in Section 5.04(a)(iv) on the date such rights separate from the Common Stock. Notwithstanding the foregoing, in lieu of any such adjustment to each Fixed Settlement Rate, the Company may, in its sole discretion, amend the future stockholders rights plan to provide that a Holder shall be entitled to receive upon settlement of its Stock Purchase Contracts, in addition to the shares of Common Stock issuable upon settlement, the related rights for the Common Stock that would have attached to such shares of Common Stock had the rights not separated from the Common Stock under such stockholders rights plan.

(b) Adjustment for Consolidation, Merger or Other Reorganization Event.

(i) In the event of:

(A) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Company or another corporation);

(B) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety;

(C) any statutory share exchange of the Company with another Person (other than in connection with a merger or acquisition); or

(D) any liquidation, dissolution or termination of the Company other than as a result of or after the occurrence of a Termination Event (any event described in clauses (A), (B), (C) and (D), a “Reorganization Event”),

the Settlement Rate will be adjusted to provide that each Holder of Common SPACES will receive on the Stock Purchase Date with respect to each Stock Purchase Contract forming a part thereof for each share issuable pursuant to the Stock Purchase Contract, the kind and amount of securities, cash and other property receivable upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) by a Holder of the one share of Common Stock (the “Exchange Property”). The kind and amount of Exchange Property will be determined assuming such Holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purpose of this Section 5.04(b)(i) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares).

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The actual amount of Exchange Property receivable upon settlement of each Stock Purchase Contract shall be (1) in the case of settlement on the Stock Purchase Date or pursuant to Section 5.04(b)(ii), a variable amount based upon the applicable Settlement Rate and the Applicable Market Value of the Exchange Property at such time and (2) in the case of any Early Settlement, determined in accordance with the procedures described under Section 5.07 using the Settlement Rate that results in the minimum amount of Exchange Property being delivered under such Stock Purchase Contract.

For purposes of this Section 5.04(b)(i) and Section 5.04(b)(ii), the term “Applicable Market Value” shall be deemed to refer to the “Applicable Market Value” of the Exchange Property, and such value shall be determined (A) with respect to any publicly traded securities that compose all or part of the Exchange Property, based on the Closing Price of such securities, (B) in the case of any cash that composes all or part of the Exchange Property, based on the amount of such cash and (C) in the case of any other property that composes all or part of the Exchange Property, based on the value of such property, as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose; provided that prior to the separation of the Rights or any similar stockholder rights from the Common Stock, such Rights or similar stockholder rights shall be deemed to have no value. The term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. The term “Trading Day” shall be deemed to refer to any publicly traded securities that comprise all or part of the Exchange Property.

In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation, dissolution or termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Stock Purchase Contract Agent an agreement supplemental hereto providing that each Holder of an Outstanding Common SPACES shall have the rights provided by this Section 5.04(b)(i). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5.04. The above provisions of this Section 5.04 shall similarly apply to successive Reorganization Events.

(ii) In the event of a consolidation or merger of the Company with or into another Person (other than a consolidation or merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), in each case in which 30% or more of the total consideration paid to the Company’s stockholders consists of cash or cash equivalents (a “Cash Merger”), then a Holder of a Common SPACES may settle (“Cash Merger Early Settlement”) its Stock Purchase Contract, upon the conditions set forth below, at the Settlement Rate in effect immediately prior to the closing of the Cash Merger; provided that (A) the Cash Merger Early Settlement Date (as defined below) is no later than the fifth Business Day immediately preceding the Stock Purchase Date and (B) no Cash Merger Early Settlement will be permitted pursuant to this Section 5.04(b)(ii) unless, at the time such Cash Merger Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Cash Merger Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use reasonable best efforts to (x) have in effect a Registration Statement covering any securities to be delivered in respect of the Stock

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Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Cash Merger Early Settlement.

Within five Business Days of the completion of a Cash Merger, the Company shall provide written notice to Holders of Common SPACES of such completion of a Cash Merger, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.04(b)(ii), the date on which such Cash Merger Early Settlement shall occur (which date shall be 10 days after the date of such written notice by the Company, but which shall in no event be later than the earlier of the 20th day after the date of such notice and the fifth Business Day immediately preceding the Stock Purchase Date) (the “Cash Merger Early Settlement Date”), the applicable Settlement Rate and the amount (per share of Common Stock) of cash, securities and other consideration receivable by the Holder upon settlement. In addition, if a Holder effects a Cash Merger Early Settlement of some or all of its Stock Purchase Contracts, such Holder shall be entitled to receive, on the Cash Merger Early Settlement Date, the aggregate amount of any accrued and unpaid Contract Payments since the immediately preceding Payment Date with respect to such Stock Purchase Contracts. The Company shall pay such amount as a credit against the amount otherwise payable by the Holders to effect such Cash Merger Early Settlement.

Normal Common SPACES Holders and Stripped Common SPACES Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in integral multiples of 40 Normal Common SPACES or Stripped Common SPACES, as the case may be. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.01(a) shall apply with respect to a Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii).

In order to exercise the right to effect Cash Merger Early Settlement with respect to any Stock Purchase Contracts, the Holder of the Certificate evidencing Common SPACES shall deliver, no later than 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Cash Merger Early Settlement Date, such Certificate to the Stock Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the product of (A) the Stated Amount times (B) the number of Stock Purchase Contracts with respect to which the Holder has elected to effect Cash Merger Early Settlement, less any credit in respect of Contract Payments as set forth above.

If a Holder properly effects an effective Cash Merger Early Settlement in accordance with the provisions of this Section 5.04(b)(ii), the Company will deliver (or will cause the Collateral Agent to deliver) to the Holder on the Cash Merger Early Settlement Date:

(A) the kind and amount of securities, cash and other property receivable upon such Cash Merger by a Holder of the number of shares of Common Stock issuable on account of each Stock Purchase Contract if the Stock Purchase Date had occurred immediately prior to such Cash Merger (based on the Settlement Rate in effect at such time), assuming such Holder of Common Stock is not a Constituent Person or an Affiliate of a Constituent Person to the extent such Cash Merger provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Cash Merger (provided that if the kind or amount of securities, cash and other property receivable upon such Cash Merger is not the same for each non-electing share, then for the purpose of this Section 5.04(b)(ii), the kind and amount of securities, cash and other property receivable upon such Cash Merger by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). For the avoidance of doubt, for the

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purposes of determining the Adjusted Applicable Market Value (in connection with determining the appropriate Settlement Rate to be applied in the foregoing sentence), the date of the closing of the Cash Merger shall be deemed to be the Stock Purchase Date;

(B) the STACKS or Treasury Securities, as the case may be, related to the Stock Purchase Contracts with respect to which the Holder is effecting a Cash Merger Early Settlement; and

(C) if so required under the Securities Act, a Prospectus as contemplated by this Section 5.04(b)(ii).

(c) All calculations and determinations pursuant to this Section 5.04 shall be made by the Company or its agent and the Stock Purchase Contract Agent shall have no responsibility with respect thereto.

(d) The Normal Common SPACES or the Stripped Common SPACES of the Holders who do not elect Cash Merger Early Settlement in accordance with the foregoing will continue to remain outstanding and be subject to settlement on the Stock Purchase Date in accordance with the terms hereof.

Section 5.05 Notice of Adjustments and Certain Other Events.

(a) Whenever the Fixed Settlement Rate is adjusted as provided under Section 5.04(a), or the Settlement Rate is adjusted under Section 5.04(b), the Company shall within 10 Business Days following the occurrence of an event that requires such adjustment (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware):

(i) compute the adjusted Fixed Settlement Rate or Settlement Rate, as the case may be, in accordance with Section 5.04 and prepare and transmit to the Stock Purchase Contract Agent an Officers’ Certificate setting forth the Fixed Settlement Rate or Settlement Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and

(ii) provide a written notice to the Holders of the Common SPACES of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the Fixed Settlement Rate or Settlement Rate, as the case may be, was determined and setting forth the adjusted Fixed Settlement Rate or Settlement Rate, as the case may be.

(b) The Stock Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Common SPACES to determine whether any facts exist which may require any adjustment of the Fixed Settlement Rate or Settlement Rate, as the case may be, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Stock Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.05(a)(i) and any adjustment contained therein and the Stock Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Stock Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Stock Purchase Contract; and the Stock Purchase Contract Agent makes no representation with respect thereto. The Stock Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Stock

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Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article V.

Section 5.06 Termination Event; Notice.

The Stock Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments), if the Company shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Stock Purchase Contract Agent or the Company, if, prior to or on the Stock Purchase Date, a Termination Event shall have occurred.

Upon and after the occurrence of a Termination Event, the Common SPACES shall thereafter represent the right to receive the STACKS or the Treasury Securities, as the case may be, forming part of such Common SPACES, in accordance with the provisions of Section 5.04 of the Pledge Agreement. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Stock Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register.

Section 5.07 Early Settlement.

(a) Subject to and upon compliance with the provisions of this Section 5.07, at the option of the Holder thereof, Stock Purchase Contracts underlying Common SPACES having an aggregated Stated Amount equal to $1,000 or an integral multiple thereof may be settled early (“Early Settlement”) at any time on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Stock Purchase Date; provided that no Early Settlement will be permitted pursuant to this Section 5.07 unless, at the time such Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use commercially reasonable efforts to (i) have in effect a Registration Statement covering any securities to be delivered in respect of the Stock Purchase Contracts being settled and (ii) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early Settlement.

(b) In order to exercise the right to effect Early Settlement with respect to any Stock Purchase Contracts, the Holder of the Certificate evidencing Common SPACES shall deliver, at any time prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Stock Purchase Date, such Certificate to the Stock Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the “Early Settlement Amount”) equal to the sum of:

(i) the product of (A) the Stated Amount times (B) the number of Stock Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus

(ii) if such delivery is made with respect to any Stock Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Payments payable on such Payment Date with respect to such Stock Purchase Contracts.

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Except as provided in the immediately preceding sentence, no payment shall be made upon Early Settlement of any Stock Purchase Contract on account of any Contract Payments accrued on such Stock Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Stock Purchase Contracts underlying any Common SPACES on or prior to 5:00 p.m. (New York City time) on a Business Day, such day shall be the “Early Settlement Date” with respect to such Common SPACES and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the “Early Settlement Date” with respect to such Common SPACES shall be the next succeeding Business Day.

Upon the receipt of such Certificate and Early Settlement Amount from the Holder, the Stock Purchase Contract Agent shall pay to the Company such Early Settlement Amount, the receipt of which payment the Company shall confirm in writing. The Stock Purchase Contract Agent shall then, in accordance with Section 5.6 of the Pledge Agreement, notify the Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of such Stock Purchase Contracts as to which such Holder has elected to effect Early Settlement, (B) the Stock Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amount and (C) all conditions to such Early Settlement have been satisfied.

Holders of Stripped Common SPACES may only effect Early Settlement pursuant to this Section 5.07 in integral multiples of 40 Stripped Common SPACES.

Upon Early Settlement of the Stock Purchase Contracts, the rights of the Holders to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments) with respect to such Stock Purchase Contracts shall immediately and automatically terminate.

(c) Upon Early Settlement of Stock Purchase Contracts by a Holder of the related Common SPACES, the Company shall issue, and the Holder shall be entitled to receive, 0.5402 newly issued or treasury shares of Common Stock, as adjusted in the same manner and the same time as the Settlement Rate is adjusted (the “Early Settlement Rate”).

(d) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:

(i) the shares of Common Stock issuable upon Early Settlement of Stock Purchase Contracts to be issued and delivered, together with payment in lieu of any fraction of a share, as provided in Section 5.09; and

(ii) the related Pledged STACKS, in the case of Normal Common SPACES, or the related Pledged Treasury Securities, in the case of Stripped Common SPACES, to be released from the Pledge by the Collateral Agent, free and clear of the Company’s security interest therein, and transferred, in each case, to the Stock Purchase Contract Agent for delivery to the Holder thereof or its designee.

(e) Upon Early Settlement of any Stock Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the STACKS or Treasury Securities, as the case may be, from the Securities Intermediary, as applicable, the Stock Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Common SPACES:

(i) transfer to the Holder the STACKS or Treasury Securities, as the case may be, forming a part of such Common SPACES,

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(ii) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement, together with payment in lieu of any fraction of a share, as provided in Section 5.09, and

(iii) if so required under the Securities Act, deliver a Prospectus for the shares of Common Stock issuable upon such Early Settlement as contemplated by (a).

(f) In the event that Early Settlement is effected with respect to Stock Purchase Contracts underlying less than all the Common SPACES evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Stock Purchase Contract Agent shall execute on behalf of the Holder, authenticate and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Common SPACES as to which Early Settlement was not effected.

(g) A Holder of a Common SPACES who effects Early Settlement may elect to have the STACKS no longer a part of a Normal Common SPACES remarketed in accordance with the provisions of Section 5.02.

Section 5.08 Intentionally Omitted.

Section 5.09 No Fractional Shares.

No fractional shares or scrip representing fractional shares of Common Stock shall be issued or delivered upon settlement on the Stock Purchase Date, or upon Early Settlement or Cash Merger Early Settlement of any Stock Purchase Contracts. If Certificates evidencing more than one Stock Purchase Contract shall be surrendered for settlement at one time by the same Holder, the number of full shares of Common Stock that shall be delivered upon settlement shall be computed on the basis of the aggregate number of Stock Purchase Contracts evidenced by the Certificates so surrendered. Instead of any fractional share of Common Stock that would otherwise be deliverable upon settlement of any Stock Purchase Contracts on the Stock Purchase Date, or upon Early Settlement or Cash Merger Early Settlement, the Company, through the Stock Purchase Contract Agent, shall make a cash payment in respect of such fractional interest in an amount equal to the percentage of such fractional share times (i) the Applicable Market Value calculated as if the date of such settlement were the Stock Purchase Date, or (ii) if the Stock Purchase Date shall be deferred beyond August 15, 2007, the Closing Price of Common Stock on the Trading Day immediately preceding the Stock Purchase Date. The Company shall provide the Stock Purchase Contract Agent from time to time with sufficient funds to permit the Stock Purchase Contract Agent to make all cash payments required by this Section 5.09 in a timely manner.

Section 5.10 Charges and Taxes.

The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Stock Purchase Contracts; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing a Common SPACES or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Certificate surrendered in respect of the Common SPACES evidenced thereby, other than in the name of the Stock Purchase Contract Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

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Section 5.11 Contract Payments.

(a) Subject to Section 5.11(d) and Section 5.12, the Company shall pay, on each Payment Date, the Contract Payments payable in respect of each Stock Purchase Contract to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Payment Date. The Contract Payments will be payable at the office of the Stock Purchase Contract Agent in the Borough of Manhattan, New York City maintained for that purpose. If the book-entry system for the Common SPACES has been terminated, the Contract Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Stock Purchase Contract Agent. If any date on which Contract Payments are to be made is not a Business Day, then payment of the Contract Payments payable on such date will be made on the next succeeding day that is a Business Day (and without any interest in respect of such delay). Contract Payments payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. The Contract Payments will accrue from July 29, 2004.

(b) Upon the occurrence of a Termination Event, the Company’s obligation to pay future Contract Payments (including any accrued Contract Payments) shall cease.

(c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Normal Common SPACES) any other Certificate shall carry the right to accrued and unpaid Contract Payments, which right was carried by the Stock Purchase Contracts underlying such other Certificates.

(d) In the case of any Common SPACES with respect to which Early Settlement or Cash Merger Early Settlement of the underlying Stock Purchase Contract is effected on a date that is after any Record Date and prior to or on the next succeeding Payment Date, Contract Payments otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Early Settlement or Cash Merger Early Settlement, and such Contract Payments shall be paid to the Person in whose name the Certificate evidencing such Common SPACES is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, and the right to receive accrued and unpaid Contract Payments as set forth in Section 5.04(b)(ii), in the case of any Common SPACES with respect to which Early Settlement or Cash Merger Early Settlement of the underlying Stock Purchase Contract is effected, Contract Payments that would otherwise be payable after the Early Settlement or Cash Merger Early Settlement Date with respect to such Stock Purchase Contract shall not be payable.

(e) The Company’s obligations with respect to Contract Payments, if any, will be subordinated and junior in right of payment to the Company’s obligations under any Senior Debt.

(f) In the event of (A) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, (B) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (C) any assignment by the Company for the benefit of creditors, or (D) any other marshalling of the assets of the Company:

(i) all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of Common SPACES;

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(ii) any payment or distribution, whether in cash, securities or other property, which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Common SPACES shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full;

(iii) after payment in full of all sums owing with respect to Senior Debt, the Holders of Common SPACES, together with the holders of any obligations of the Company ranking on a parity with the Common SPACES, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Contract Payments and interest thereon and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Company’s obligations under the Stock Purchase Contracts and such other obligations; and

(iv) in the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property, shall be received by the Stock Purchase Contract Agent or any Holder of Common SPACES in contravention of any of the terms hereof such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full. In the event of the failure of the Stock Purchase Contract Agent or any Holder of Common SPACES to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same.

(g) For purposes of Section 5.11(e) through (q), the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in Section 5.11(e) through (q) with respect to such Contract Payments on the Common SPACES to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior Debt is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt are not, without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment;

(h) Any failure by the Company to make any payment on or perform any other obligation under Senior Debt, other than any indebtedness incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of Section 5.11(e) through (q) shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default if (i) the Company shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek

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further appeal or review, and (B) in the event a judgment that is subject to further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.

(i) Subject to the irrevocable payment in full of all Senior Debt, the Holders of the Common SPACES shall be subrogated (equally and ratably with the holders of all obligations of the Company which by their express terms are subordinated to Senior Debt of the Company to the same extent as payment of the Contract Payments in respect of the Stock Purchase Contracts underlying the Common SPACES is subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until all such Contract Payments owing on the Common SPACES shall be paid in full, and as between the Company, its creditors other than holders of such Senior Debt and the Holders, no such payment or distribution made to the holders of Senior Debt by virtue of Section 5.11(e) through (q) that otherwise would have been made to the Holders shall be deemed to be a payment by the Company on account of such Senior Debt, it being understood that the provisions of Section 5.11(e) through (q) are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Debt, on the other hand.

(j) Nothing contained in Section 5.11(e) through (q) or elsewhere in this Agreement or in the Common SPACES is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders such Contract Payments on the Common SPACES as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Debt, nor shall anything herein or therein prevent the Stock Purchase Contract Agent or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Section 5.11(e) through (q), of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

(k) Upon payment or distribution of assets of the Company referred to in Section 5.11(e) through (q), the Stock Purchase Contract Agent and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or Stock Purchase Contract Agent or other person making any payment or distribution, delivered to the Stock Purchase Contract Agent or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 5.11(e) through (q).

(l) The Stock Purchase Contract Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee or representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a trustee or representative on behalf of any such holder or holders. In the event that the Stock Purchase Contract Agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to Section 5.11(e) through (q), the Stock Purchase Contract Agent may request such Person to furnish evidence to the reasonable satisfaction of the Stock Purchase Contract Agent as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under Section 5.11(e) through (q),

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and, if such evidence is not furnished, the Stock Purchase Contract Agent may defer payment to such Person pending judicial determination as to the right of such Person to receive such payment.

(m) Nothing contained in Section 5.11(e) through (q) shall affect the obligations of the Company to make, or prevent the Company from making, payment of the Contract Payments, except as otherwise provided in this Section 5.11(e) through (q).

(n) Each Holder of Common SPACES, by its acceptance thereof, authorizes and directs the Stock Purchase Contract Agent on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in Section 5.11(e) through (q) and appoints the Stock Purchase Contract Agent its attorney-in-fact, as the case may be, for any and all such purposes.

(o) The Company shall give prompt written notice to the Stock Purchase Contract Agent of any fact known to the Company that would prohibit the making of any payment of moneys to or by the Stock Purchase Contract Agent in respect of the Common SPACES pursuant to the provisions of this Section. Notwithstanding the provisions of Section 5.11(e) through (q) or any other provisions of this Agreement, the Stock Purchase Contract Agent shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Stock Purchase Contract Agent, or the taking of any other action by the Stock Purchase Contract Agent, unless and until the Stock Purchase Contract Agent shall have received written notice thereof mailed or delivered to the Stock Purchase Contract Agent at its Institutional Trust Services department from the Company, any Holder, or the holder or representative of any Senior Debt; provided that if at least two Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose, the Stock Purchase Contract Agent shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Stock Purchase Contract Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to or on or after such date.

(p) The Stock Purchase Contract Agent in its individual capacity shall be entitled to all the rights set forth in this Section with respect to any Senior Debt at the time held by it, to the same extent as any other holder of Senior Debt and nothing in this Agreement shall deprive the Stock Purchase Contract Agent of any of its rights as such holder.

(q) No right of any present or future holder of any Senior Debt to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

(r) Nothing in this Section 5.11 shall apply to claims of, or payments to, the Stock Purchase Contract Agent under or pursuant to Section 7.07.

(s) With respect to the holders of Senior Debt, (i) the duties and obligations of the Stock Purchase Contract Agent shall be determined solely by the express provisions of this Agreement; (ii) the Stock Purchase Contract Agent shall not be liable to any such holders if it shall, acting in good faith, mistakenly pay over or distribute to the Holders or to the Company or any other Person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Section 5.11 or otherwise; (iii) no implied covenants or obligations shall be read into this Agreement against the Stock Purchase Contract Agent; and (iv) the Stock Purchase Contract Agent shall not be deemed to be a fiduciary as to such holders.

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Section 5.12 Deferral of Contract Payments.

(a) The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Stock Purchase Contract Agent written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Common SPACES, but in any event not less than one Business Day prior to such Record Date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate of 6.50% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the “Deferred Contract Payments”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 5.12. No Contract Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate.

(b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date.

(c) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until the Stock Purchase Date, each Holder will receive on the Stock Purchase Date in lieu of a cash payment, in the sole discretion of the Company, either (i) a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the Settlement Rate) equal to (A) the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) divided by (B) the greater of (x) the Applicable Market Value (or if the Stock Purchase Date shall be deferred beyond August 15, 2007, the Closing Price of Common Stock on the Trading Day immediately preceding the Stock Purchase Date) and (y) $12.44, subject to adjustment in the same manner and under the same circumstances as the Settlement Rate pursuant to Section 5.04, or (ii) Unsecured Notes which will (A) have a principal amount equal to the aggregate amount of Deferred Contract Payments, (B) mature on August 15, 2009, (C) bear interest at an annual rate equal to the Company’s then market rate of interest (not to exceed 10%), as determined by a nationally recognized investment banking firm selected for this purpose by the Company, (D) be subordinate and rank junior in right of payment to all of the Company’s Senior Debt on the same basis as the Contract Payments, and (E) not be redeemable by the Company prior to their stated maturity.

(d) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.09.

(e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Deferred Contract Payments have been paid, the Company shall not (A) declare or pay dividends on, make distributions

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with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company’s Capital Stock; (B) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank equally with or junior to the Company’s junior subordinated debt securities (except for partial payments of interest with respect to the junior subordinated debt securities); and (C) make any payment under any guarantee that ranks equally with or junior to the Company’s guarantee related to the STACKS other than, in each case:

(i) repurchases, redemptions or acquisitions of shares of Capital Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or agents or a share purchase or dividend reinvestment plan, or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date the Company exercises its right to defer the payment of Contract Payments;

(ii) as a result of a reclassification of the Company’s Capital Stock or the exchange or conversion of one class or series of the Company’s Capital Stock for another class or series of the Company’s Capital Stock;

(iii) the purchase of fractional interests of the Company’s Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged;

(iv) dividends or distributions in the Company’s Capital Stock (or rights to acquire the Company’s Capital Stock) or repurchases, acquisitions or redemptions of the Company’s Capital Stock in exchange for or out of the net cash proceeds of the sale of the Company’s Capital Stock (or securities convertible into or exchangeable for shares of the Company’s Capital Stock); or

(v) redemptions, exchanges or repurchases of any rights outstanding under a stockholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future, or the redemption or repurchase of any rights pursuant thereto.

ARTICLE VI

REMEDIES

Section 6.01 Unconditional Right of Holders to Receive Contract Payments and to Purchase Shares of Common Stock.

Each Holder of a Common SPACES shall have the right, which is absolute and unconditional, (i) subject to Article V, to receive each Contract Payment with respect to the Stock Purchase Contract comprising part of such Common SPACES on the respective Payment Date for such Common SPACES and (ii) except upon and following a Termination Event, to purchase shares of Common Stock pursuant to such Stock Purchase Contract and, in each such case, to institute suit for the enforcement of any such right to receive Contract Payments and the right to purchase shares of Common Stock, and such rights shall not be impaired without the consent of such Holder.

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Section 6.02 Restoration of Rights and Remedies.

If any Holder has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Holder, then and in every such case, subject to any determination in such proceeding, the Company and such Holder shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of such Holder shall continue as though no such proceeding had been instituted.

Section 6.03 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates in the last paragraph of Section 3.10, no right or remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.04 Delay or Omission Not Waiver.

No delay or omission of any Holder to exercise any right upon a default or remedy upon a default shall impair any such right or remedy or constitute a waiver of any such right. Every right and remedy given by this Article VI or by law to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Holders.

Section 6.05 Undertaking for Costs.

All parties to this Agreement agree, and each Holder of a Common SPACES, by its acceptance of such Common SPACES shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Stock Purchase Contract Agent for any action taken, suffered or omitted by it as Stock Purchase Contract Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and costs against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section shall not apply to any suit instituted by the Stock Purchase Contract Agent, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% of the Outstanding Common SPACES, or to any suit instituted by any Holder for the enforcement of interest on any STACKS or Contract Payments on or after the respective Payment Date therefor in respect of any Common SPACES held by such Holder, or for enforcement of the right to purchase shares of Common Stock under the Stock Purchase Contracts constituting part of any Common SPACES held by such Holder.

Section 6.06 Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or

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impede the execution of any power herein granted to the Stock Purchase Contract Agent or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VII

THE PURCHASE CONTRACT AGENT

Section 7.01 Certain Duties and Responsibilities.

(a) The Stock Purchase Contract Agent:

(i) undertakes to perform, with respect to the Common SPACES, such duties and only such duties as are or will be specifically set forth in this Agreement, the Pledge Agreement and the Remarketing Agreement and no implied covenants or obligations shall be read into this Agreement, the Pledge Agreement or the Remarketing Agreement against the Stock Purchase Contract Agent; and

(ii) in the absence of bad faith or gross negligence on its part, may, with respect to the Common SPACES, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Stock Purchase Contract Agent and conforming to the requirements of this Agreement or the Pledge Agreement or the Remarketing Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Stock Purchase Contract Agent, the Stock Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, the Pledge Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein).

(b) No provision of this Agreement, the Pledge Agreement or the Remarketing Agreement shall be construed to relieve the Stock Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i) this subsection shall not be construed to limit the effect of subsection (a) of this Section;

(ii) the Stock Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be conclusively determined by a court of competent jurisdiction that the Stock Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts; and

(iii) no provision of this Agreement or the Pledge Agreement or the Remarketing Agreement shall require the Stock Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c) Whether or not therein expressly so provided, every provision of this Agreement, the Pledge Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Stock Purchase Contract Agent shall be subject to the provisions of this Section.

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(d) The Stock Purchase Contract Agent is authorized to execute and deliver the Pledge Agreement and the Remarketing Agreement in its capacity as Stock Purchase Contract Agent.

Section 7.02 Notice of Default.

Within 30 days after the occurrence of any default by the Company hereunder of which a Responsible Officer of the Stock Purchase Contract Agent has actual knowledge, the Stock Purchase Contract Agent shall transmit by mail to the Company and the Holders of Common SPACES, as their names and addresses appear in the Security Register, notice of such default hereunder, unless such default shall have been cured or waived.

Section 7.03 Certain Rights of Stock Purchase Contract Agent.

Subject to the provisions of Section 7.01:

(a) the Stock Purchase Contract Agent may, in the absence of bad faith, conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, STACKS, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, Issuer Order or Issuer Request, and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Agreement, the Pledge Agreement or the Remarketing Agreement the Stock Purchase Contract Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting to take any action hereunder, the Stock Purchase Contract Agent (unless other evidence be herein specifically prescribed in this Agreement) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate of the Company;

(d) the Stock Purchase Contract Agent may consult with counsel of its selection appointed with due care by it hereunder and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Stock Purchase Contract Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Stock Purchase Contract Agent, in its discretion, may make reasonable further inquiry or investigation into such facts or matters related to the execution, delivery and performance of the Stock Purchase Contracts as it may see fit, and, if the Stock Purchase Contract Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the relevant books, records and premises of the Company, personally or by agent or attorney;

(f) the Stock Purchase Contract Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees or an Affiliate and the Stock Purchase Contract Agent shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee or an Affiliate appointed with due care by it hereunder;

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(g) the Stock Purchase Contract Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Holders pursuant to this Agreement, unless such Holders shall have offered to the Stock Purchase Contract Agent security or indemnity reasonably satisfactory to the Stock Purchase Contract Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(h) the Stock Purchase Contract Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in the absence of bad faith or gross negligence by it;

(i) the Stock Purchase Contract Agent shall not be deemed to have notice of any default hereunder unless a Responsible Officer of the Stock Purchase Contract Agent has actual knowledge thereof or unless written notice of any event that is in fact such a default is received by the Stock Purchase Contract Agent at the Corporate Trust Office of the Stock Purchase Contract Agent, and such notice references the Common SPACES and this Agreement;

(j) the Stock Purchase Contract Agent may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

(k) the rights, privileges, protections, immunities and benefits given to the Stock Purchase Contract Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Stock Purchase Contract Agent in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and

(l) the Stock Purchase Contract Agent shall not be required to initiate or conduct any litigation or collection proceedings hereunder and shall have no responsibilities with respect to any default hereunder except as expressly set forth herein.

Section 7.04 Not Responsible for Recitals or Issuance of Common SPACES.

The recitals contained herein, in the Pledge Agreement, the Remarketing Agreement and in the Certificates shall be taken as the statements of the Company, and the Stock Purchase Contract Agent assumes no responsibility for their accuracy or validity. The Stock Purchase Contract Agent makes no representations as to the validity or sufficiency of either this Agreement or of the Common SPACES, or of the Pledge Agreement or the Pledge or the Collateral and shall have no responsibility for perfecting or maintaining the perfection of any security interest in the Collateral. The Stock Purchase Contract Agent shall not be accountable for the use or application by the Company of the proceeds in respect of the Stock Purchase Contracts.

Section 7.05 May Hold Common SPACES.

Any Security Registrar or any other agent of the Company, or the Stock Purchase Contract Agent and its Affiliates, in their individual or any other capacity, may become the owner or pledgee of Common SPACES and may otherwise deal with the Company, the Collateral Agent or any other Person with the same rights it would have if it were not Security Registrar or such other agent, or the Stock Purchase Contract Agent. The Company may become the owner or pledgee of Common SPACES.

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Section 7.06 Money Held in Custody.

Money held by the Stock Purchase Contract Agent in custody hereunder need not be segregated from the Stock Purchase Contract Agent’s other funds except to the extent required by law or provided herein. The Stock Purchase Contract Agent shall be under no obligation to invest or pay interest on any money received by it hereunder except as otherwise provided hereunder or agreed in writing with the Company.

Section 7.07 Compensation and Reimbursement.

The Company agrees:

(a) to pay to the Stock Purchase Contract Agent compensation for all services rendered by it hereunder, under the Pledge Agreement and under the Remarketing Agreement as the Company and the Stock Purchase Contract Agent shall from time to time agree in writing;

(b) except as otherwise expressly provided for herein, to reimburse the Stock Purchase Contract Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Stock Purchase Contract Agent in accordance with any provision of this Agreement, the Pledge Agreement and the Remarketing Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel) in connection with the negotiation, preparation, execution and delivery and performance of this Agreement, the Pledge Agreement and the Remarketing Agreement and any modification, supplement or waiver of any of the terms thereof, except any such expense, disbursement or advance as may be attributable to its gross negligence, willful misconduct or bad faith; and

(c) to indemnify the Stock Purchase Contract Agent and any predecessor Stock Purchase Contract Agent (and each of its directors, officers, agents and employees (collectively, the “Indemnitees”) for, and to hold it harmless against, any loss, claim, damage, fine, penalty, liability or expense (including reasonable fees and expenses of counsel) incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties hereunder and under the Pledge Agreement and the Remarketing Agreement, including the Indemnitees’ reasonable costs and expenses of defending themselves against any claim (whether asserted by the Company, a Holder or any other person) or liability in connection with the exercise or performance of any of the Stock Purchase Contract Agent’s powers or duties hereunder or thereunder.

The provisions of this Section shall survive the resignation and removal of the Stock Purchase Contract Agent and the termination of this Agreement.

Section 7.08 Corporate Stock Purchase Contract Agent Required, Eligibility.

There shall at all times be a Stock Purchase Contract Agent hereunder which shall be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having (or being a member of a bank holding company having) a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority and having a corporate trust office in the Borough of Manhattan, New York City, if there be such a Person in the Borough of Manhattan, New York City, qualified and eligible under this Article VII and willing to act on reasonable terms. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most

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recent report of condition so published. If at any time the Stock Purchase Contract Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VII.

Section 7.09 Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Stock Purchase Contract Agent and no appointment of a successor Stock Purchase Contract Agent pursuant to this Article VII shall become effective until the acceptance of appointment by the successor Stock Purchase Contract Agent in accordance with the applicable requirements of Section 7.10.

(b) The Stock Purchase Contract Agent may resign at any time by giving written notice thereof to the Company 60 days prior to the effective date of such resignation. If the instrument of acceptance by a successor Stock Purchase Contract Agent required by Section 7.10 shall not have been delivered to the Stock Purchase Contract Agent within 30 days after the giving of such notice of resignation, the resigning Stock Purchase Contract Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Stock Purchase Contract Agent.

(c) The Stock Purchase Contract Agent may be removed at any time by Act of the Holders of at least a majority in number of the Outstanding Common SPACES delivered to the Stock Purchase Contract Agent and the Company. If the instrument of acceptance by a successor Stock Purchase Contract Agent required by Section 7.10 shall not have been delivered to the Stock Purchase Contract Agent within 30 days after such Act, the Stock Purchase Contract Agent being removed may petition any court of competent jurisdiction for the appointment at the expense of the Company of a successor Stock Purchase Contract Agent.

(d) If at any time:

(i) the Stock Purchase Contract Agent fails to comply with Section 310(b) of the TIA, as if the Stock Purchase Contract Agent were an indenture trustee under an indenture qualified under the TIA, and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Common SPACES for at least six months;

(ii) the Stock Purchase Contract Agent shall cease to be eligible under Section 7.8 and shall fail to resign after written request therefor by the Company or by any such Holder; or

(iii) the Stock Purchase Contract Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Stock Purchase Contract Agent or of its property shall be appointed or any public officer shall take charge or control of the Stock Purchase Contract Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by a Board Resolution may remove the Stock Purchase Contract Agent, or (ii) any Holder who has been a bona fide Holder of a Common SPACES for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Stock Purchase Contract Agent and the appointment of a successor Stock Purchase Contract Agent.

(e) If the Stock Purchase Contract Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Stock Purchase Contract Agent for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Stock Purchase Contract Agent and shall comply with the applicable requirements of Section 7.10. If no successor Stock Purchase Contract Agent shall have been so appointed by the Company and accepted appointment in the manner required by

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Section 7.10, any Holder who has been a bona fide Holder of a Common SPACES for at least six months, on behalf of itself and all others similarly situated, or the Stock Purchase Contract Agent may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Stock Purchase Contract Agent.

(f) The Company shall give, or shall cause such successor Stock Purchase Contract Agent to give, notice of each resignation and each removal of the Stock Purchase Contract Agent and each appointment of a successor Stock Purchase Contract Agent by mailing written notice of such event by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the applicable Security Register. Each notice shall include the name of the successor Stock Purchase Contract Agent and the address of its Corporate Trust Office.

Section 7.10 Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Stock Purchase Contract Agent, every such successor Stock Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Stock Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Stock Purchase Contract Agent shall become effective and such successor Stock Purchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of the retiring Stock Purchase Contract Agent; but, on the request of the Company or the successor Stock Purchase Contract Agent, such retiring Stock Purchase Contract Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Stock Purchase Contract Agent all the rights, powers and trusts of the retiring Stock Purchase Contract Agent and duly assign, transfer and deliver to such successor Stock Purchase Contract Agent all property and money held by such retiring Stock Purchase Contract Agent hereunder.

(b) Upon request of any such successor Stock Purchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Stock Purchase Contract Agent all such rights, powers and agencies referred to in subsection (a) of this Section.

(c) No successor Stock Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor Stock Purchase Contract Agent shall be qualified and eligible under this Article VII.

Section 7.11 Merger, Conversion, Consolidation or Succession to Business.

Any Person into which the Stock Purchase Contract Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Stock Purchase Contract Agent shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Stock Purchase Contract Agent, shall be the successor of the Stock Purchase Contract Agent hereunder, provided that such Person shall be otherwise qualified and eligible under this Article VII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been authenticated and executed on behalf of the Holders, but not delivered, by the Stock Purchase Contract Agent then in office, any successor by merger, conversion or consolidation to such Stock Purchase Contract Agent may adopt such authentication and execution and deliver the Certificates so authenticated and executed with the same effect as if such successor Stock Purchase Contract Agent had itself authenticated and executed such Common SPACES.

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Section 7.12 Preservation of Information; Communications to Holders.

(a) The Stock Purchase Contract Agent shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders received by the Stock Purchase Contract Agent in its capacity as Security Registrar.

(b) If three or more Holders (herein referred to as “Applicants”) apply in writing to the Stock Purchase Contract Agent, and furnish to the Stock Purchase Contract Agent reasonable proof that each such applicant has owned a Common SPACES for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders with respect to their rights under this Agreement or under the Common SPACES and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Stock Purchase Contract Agent shall mail to all the Holders copies of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Stock Purchase Contract Agent of the materials to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing.

Section 7.13 No Obligations of Stock Purchase Contract Agent.

Except to the extent otherwise expressly provided in this Agreement, the Stock Purchase Contract Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement, the Remarketing Agreement or any Stock Purchase Contract in respect of the obligations of the Holder of any Common SPACES thereunder. The Company agrees, and each Holder of a Certificate, by its acceptance thereof, shall be deemed to have agreed, that the Stock Purchase Contract Agent’s execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Stock Purchase Contract Agent shall have no obligation to perform such Stock Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article V hereof. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Stock Purchase Contract Agent or its officers, directors, employees or agents be liable under this Agreement, the Pledge Agreement or the Remarketing Agreement to any third party for indirect, incidental, special, punitive, or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Stock Purchase Contract Agent and regardless of the form of action.

Section 7.14 Tax Compliance.

(a) The Stock Purchase Contract Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments made with respect to the Common SPACES or (ii) the issuance, delivery, holding, transfer, redemption or exercise of rights under the Common SPACES. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent.

(b) The Stock Purchase Contract Agent shall comply in accordance with the terms hereof with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 7.01(a) hereof.

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(c) The Stock Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request.

ARTICLE VIII

SUPPLEMENTAL AGREEMENTS

Section 8.01 Supplemental Agreements Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Stock Purchase Contract Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Stock Purchase Contract Agent, to:

(a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates;

(b) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company;

(c) evidence and provide for the acceptance of appointment hereunder by a successor Stock Purchase Contract Agent;

(d) make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b);

(e) except as provided for in Section 5.04, cure any ambiguity (or formal defect) or correct or supplement any provisions herein which may be inconsistent with any other provisions herein; or

(f) make any other provisions with respect to such matters or questions arising under this Agreement, provided that such action shall not adversely affect the interests of the Holders in any material respect.

Section 8.02 Supplemental Agreements with Consent of Holders.

With the consent of the Holders of not less than a majority of the Outstanding Common SPACES voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Stock Purchase Contract Agent, the Company, when duly authorized, and the Stock Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Stock Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Common SPACES; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holders of each outstanding Stock Purchase Contract affected thereby,

(a) change any Payment Date;

(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under the Stock Purchase Contract, impair the right of the Holder of any Stock Purchase

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Contract to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;

(c) reduce any Contract Payments or change any place where, or the coin or currency in which, any Contract Payment is payable;

(d) impair the right to institute suit for the enforcement of any Stock Purchase Contract or any Contract Payments;

(e) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Stock Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Stock Purchase Contract or change the Stock Purchase Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder’s rights under the Stock Purchase Contract; or

(f) reduce the percentage of the outstanding Stock Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement, the Stock Purchase Contracts or the Pledge Agreement;

provided that if any amendment or proposal referred to above would adversely affect only the Normal Common SPACES or the Stripped Common SPACES, then only the affected class of Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; and provided, further, that the unanimous consent of the Holders of each outstanding Stock Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (f) above.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

Section 8.03 Execution of Supplemental Agreements.

In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Article VIII or the modifications thereby of the agencies created by this Agreement, the Stock Purchase Contract Agent shall be provided, and (subject to Section 7.01) shall be fully authorized and protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement and that any and all conditions precedent to the execution and delivery of such supplemental agreement have been satisfied. The Stock Purchase Contract Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Stock Purchase Contract Agent’s own rights, duties or immunities under this Agreement or otherwise.

Section 8.04 Effect of Supplemental Agreements.

Upon the execution of any supplemental agreement under this Article VIII, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

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Section 8.05 Reference to Supplemental Agreements.

Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any supplemental agreement pursuant to this Article VIII may, and shall if required by the Stock Purchase Contract Agent, bear a notation in form approved by the Stock Purchase Contract Agent as to any matter provided for in such supplemental agreement. If the Company shall so determine, new Certificates so modified as to conform, in the opinion of the Stock Purchase Contract Agent and the Company, to any such supplemental agreement may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Stock Purchase Contract Agent in exchange for outstanding Certificates.

ARTICLE IX

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 9.01 Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions.

The Company covenants that it will not consolidate with, convert into, or merge with and into, any other corporation or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person, unless:

(a) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Stock Purchase Contracts, this Agreement, the Pledge Agreement, the Trust Agreement, the Indenture (including any supplement thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Stock Purchase Contract Agent and the Collateral Agent, executed and delivered to the Stock Purchase Contract Agent and the Collateral Agent by such corporation; and

(b) the Company or such successor corporation, as the case may be, shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Stock Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto), the Trust Agreement, or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements.

Section 9.02 Rights and Duties of Successor Corporation.

In case of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by a successor corporation in accordance with Section 9.01, such successor corporation shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Certificates evidencing Common SPACES issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Stock Purchase Contract Agent; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Stock Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Stock Purchase Contract Agent for authentication and execution, and any Certificate evidencing Common SPACES which such successor corporation thereafter shall cause to be

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signed and delivered to the Stock Purchase Contract Agent or that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof.

In case of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Common SPACES thereafter to be issued as may be appropriate.

Section 9.03 Officers’ Certificate and Opinion of Counsel Given to Stock Purchase Contract Agent.

The Stock Purchase Contract Agent, subject to Section 7.01 and Section 7.03, shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IX and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.

ARTICLE X

COVENANTS

Section 10.01 Performance Under Stock Purchase Contracts.

The Company covenants and agrees for the benefit of the Holders from time to time of the Common SPACES that it will duly and punctually perform its obligations under the Stock Purchase Contracts in accordance with the terms of the Stock Purchase Contracts and this Agreement.

Section 10.02 Maintenance of Office or Agency.

The Company will maintain in the Borough of Manhattan, New York City an office or agency where Certificates may be presented or surrendered for acquisition of shares of Common Stock upon settlement of the Stock Purchase Contracts on the Stock Purchase Date or upon Early Settlement or Cash Merger Early Settlement and for transfer of Collateral upon occurrence of a Termination Event, where Certificates may be surrendered for registration of transfer or exchange, for a Collateral Substitution or recreation of Normal Common SPACES and where notices and demands to or upon the Company in respect of the Common SPACES and this Agreement may be served. The Company will give prompt written notice to the Stock Purchase Contract Agent of the location, and any change in the location, of such office or agency. The Company initially designates the Corporate Trust Office of the Stock Purchase Contract Agent as such office of the Company. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Stock Purchase Contract Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Company hereby appoints the Stock Purchase Contract Agent as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where Certificates may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, New York City for such purposes. The Company will give prompt written notice to the Stock Purchase

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Contract Agent of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates as the place of payment for the Common SPACES the Corporate Trust Office and appoints the Stock Purchase Contract Agent at its Corporate Trust Office as paying agent in such city.

Section 10.03 Company to Reserve Common Stock.

The Company shall at all times prior to the Stock Purchase Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock the full number of shares of Common Stock issuable against tender of payment in respect of all Stock Purchase Contracts constituting a part of the Common SPACES evidenced by Outstanding Certificates.

Section 10.04 Covenants as to Common Stock.

The Company covenants that all shares of Common Stock which may be issued against tender of payment in respect of any Stock Purchase Contract constituting a part of the Outstanding Common SPACES will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable.

Section 10.05 Statements of Officers of the Company as to Default.

The Company will deliver to the Stock Purchase Contract Agent, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

Section 10.06 ERISA.

Each Holder from time to time of the Common SPACES that is a Plan or who used assets of a Plan to purchase Common SPACES hereby represents that either (i) no portion of the assets used by such Holder to acquire the Normal Common SPACES constitutes assets of the Plan or (ii) the purchase or holding of the Normal Common SPACES by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable laws.

Section 10.07 Tax Treatment.

(a) The Company covenants and agrees, for United States federal, state and local income and franchise tax purposes, to (i) treat a Holder’s acquisition of the Normal Common SPACES as the acquisition of the STACKS and Stock Purchase Contract constituting the Normal Common SPACES and (ii) treat each Holder as the owner of the applicable interest in the Collateral Account, including the STACKS or the Treasury Securities.

(b) Each Holder of Common SPACES agrees, by acceptance of Common SPACES, and each Beneficial Owner agrees, by acceptance of a beneficial interest in Common SPACES, to treat for all United States federal income tax purposes (i) itself as the owner of the Stock Purchase Contracts and the related ownership interest in the STACKS or Treasury Securities, as applicable, pledged under the Pledge Agreement, (ii) the Debentures as indebtedness of the Company, and (iii) the fair market value of each undivided beneficial interest in each $1,000 Initial Liquidation Amount of STACKS included in Normal Common SPACES as $1,000 and the fair market value of each Stock Purchase Contract as $0.

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SIGNATURES ON THE FOLLOWING PAGE

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

MARSHALL & ILSLEY CORPORATION

By:

Name:

Title:

BNY MIDWEST TRUST COMPANY,

            as Stock Purchase Contract Agent

By:

Name:

Title:

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EXHIBIT A

(FORM OF FACE OF COMMON SPACES CERTIFICATE)

{For inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE STOCK PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.              CUSIP No.

Number of Normal Common SPACES:                 

MARSHALL & ILSLEY CORPORATION

Normal Common SPACES

This Normal Common SPACES Certificate certifies that {Cede & Co.} is the registered Holder of the number of Normal Common SPACES set forth above {for inclusion in Global Certificates only - or such other number of Normal Common SPACES reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto}. Each Normal Common SPACES consists of (i) a 1/40, or 2.5%, beneficial ownership interest of the Holder in one preferred security (the “STACKS”) of M&I Capital Trust B, a Delaware statutory trust (the “Trust”), subject to the Pledge of such STACKS by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Stock Purchase Contract with Marshall & Ilsley Corporation (the “Company”). All capitalized terms used herein which are defined in the Stock Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein.

Pursuant to the Pledge Agreement, the STACKS, constituting part of each Normal Common SPACES evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Stock Purchase Contract comprising part of such Normal Common SPACES.

The Pledge Agreement provides that all distributions on any Pledged STACKS constituting part of the Normal Common SPACES received by the Securities Intermediary shall be paid by wire transfer in

A-1

same day funds (i) in the case of (A) distributions on Pledged STACKS to the Stock Purchase Contract Agent to the account designated by the Stock Purchase Contract Agent, no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Securities Intermediary (provided that in the event such payment is received by the Securities Intermediary on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments with respect to the liquidation amount of the Pledged STACKS, to the Company on the Stock Purchase Date (as described herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Normal Common SPACES of which such Pledged STACKS are a part under the Stock Purchase Contracts forming a part of such Normal Common SPACES. Distributions on the STACKS forming part of a Normal Common SPACES evidenced hereby, which are payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, commencing November 15, 2004 (a “Payment Date”), shall, subject to receipt thereof by the Stock Purchase Contract Agent from the Securities Intermediary, be paid to the Person in whose name this Normal Common SPACES Certificate (or a Predecessor Normal Common SPACES Certificate) is registered at the close of business on the Record Date for such Payment Date.

Each Stock Purchase Contract evidenced hereby obligates the Holder of this Normal Common SPACES Certificate to purchase, and the Company to sell, on the Stock Purchase Date, at a price equal to $25 (the “Purchase Price”), a number of newly issued or treasury shares of common stock, par value $1.00 per share (“Common Stock”), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event or an Early Settlement or Cash Merger Early Settlement with respect to such Stock Purchase Contract, all as provided in the Stock Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the “Purchase Price”) for the shares of Common Stock purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payment received in respect of the liquidation amount with respect to any Pledged STACKS pursuant to the Remarketing pledged to secure the obligations under such Stock Purchase Contract of the Holder of the Normal Common SPACES of which such Stock Purchase Contract is a part.

Each Stock Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, (i) to treat itself as the owner of the Stock Purchase Contracts and the related ownership interest in the STACKS pledged under the Pledge Agreement, (ii) the Debentures as indebtedness of the Company, and (iii) the fair market value of each undivided beneficial interest in each $1,000 Initial Liquidation Amount of STACKS included in Normal Common SPACES as $1,000 and the fair market value of each Stock Purchase Contract as $0.

The Company shall pay, on each Payment Date, in respect of each Stock Purchase Contract forming part of a Normal Common SPACES evidenced hereby, an amount (the “Contract Payments”) equal to 2.60% per year of the Stated Amount, subject to its rights provided for in the Stock Purchase Contract Agreement to defer Contract Payments. Such Contract Payments shall be payable to the Person in whose name this Normal Common SPACES Certificate is registered at the close of business on the Record Date for such Payment Date.

Distributions on the STACKS and the Contract Payments will be payable at the office of the Stock Purchase Contract Agent in New York City. If the book-entry system for the Normal Common SPACES has been terminated, the Contract Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Stock Purchase Contract Agent.

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Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Stock Purchase Contract Agent by manual signature, this Normal Common SPACES Certificate shall not be entitled to any benefit under the Pledge Agreement or the Stock Purchase Contract Agreement or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company and the Holder specified above have caused this instrument to be duly executed.

MARSHALL & ILSLEY CORPORATION

By:

Name:

Title:

HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Stock Purchase Contracts)

BNY MIDWEST TRUST COMPANY, not individually but solely as attorney-in-fact of such Holder as Stock Purchase Contract Agent

By:

Name:

Title:

Date:

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CERTIFICATE OF AUTHENTICATION

OF STOCK PURCHASE CONTRACT AGENT

This is one of the Normal Common SPACES Certificates referred to in the within mentioned Stock Purchase Contract Agreement.

By: BNY MIDWEST TRUST COMPANY, as Stock Purchase Contract Agent

By:

Name:

Title:

Date:

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(FORM OF REVERSE OF NORMAL COMMON SPACES CERTIFICATE)

Each Stock Purchase Contract evidenced hereby is governed by a Stock Purchase Contract Agreement, dated as of July 29, 2004 (as may be supplemented from time to time, the “STOCK PURCHASE CONTRACT AGREEMENT”), between the Company and BNY Midwest Trust Company, as Stock Purchase Contract Agent (including its successors hereunder, the “STOCK PURCHASE CONTRACT AGENT”), to which Stock Purchase Contract Agreement and supplemental agreements thereto reference, is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Stock Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Normal Common SPACES Certificates are, and are to be, executed and delivered.

Each Stock Purchase Contract evidenced hereby obligates the Holder of this Normal Common SPACES Certificate to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $25 (the “PURCHASE PRICE”), a number of shares of Common Stock equal to the Settlement Rate, unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Common SPACES of which such Stock Purchase Contract is a part shall have occurred. The “SETTLEMENT RATE” is equal to:

(1) if the Adjusted Applicable Market Value (as defined below) is greater than or equal to $46.28 (the “THRESHOLD APPRECIATION PRICE”), 0.5402 shares of Common Stock per Stock Purchase Contract, (such number of shares, as adjusted from time to time pursuant to Section 5.04, the “MINIMUM SHARE NUMBER”);

(2) if the Adjusted Applicable Market Value is less than the Threshold Appreciation Price but greater than $37.32 (the “REFERENCE PRICE”), the number of shares of Common Stock per Stock Purchase Contract having a value equal to the Stated Amount divided by the Adjusted Applicable Market Value; and

(3) if the Adjusted Applicable Market Value is less than or equal to the Reference Price, 0.6699 shares of Common Stock per Stock Purchase Contract, (such number of shares, as adjusted from time to time pursuant to Section 5.04, the “MAXIMUM SHARE NUMBER”),

in each case subject to adjustment as provided in the Stock Purchase Contract Agreement (and in each case rounded upward or downward to the nearest 1/10,000th of a share).

No fractional shares of Common Stock will be issued upon settlement of Stock Purchase Contracts, as provided in Section 5.09 of the Stock Purchase Contract Agreement.

Each Stock Purchase Contract evidenced hereby, which is settled through Early Settlement or Cash Merger Early Settlement, shall obligate the Holder of the related Normal Common SPACES to purchase at the Purchase Price, and the Company to sell, a number of newly issued or treasury shares of Common Stock equal to the Early Settlement Rate (in the case of an Early Settlement) or applicable Settlement Rate (in the case of a Cash Merger Early Settlement).

The “ADJUSTED APPLICABLE MARKET VALUE” means (i) prior to any adjustment pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the Stock Purchase Contract Agreement, the Applicable Market Value, and (ii) at the time of and after any adjustment of each Fixed Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the Stock Purchase Contract Agreement, the Applicable Market Value multiplied by the Adjustment Factor.

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The “ADJUSTMENT FACTOR” means a fraction the numerator of which shall be the Maximum Share Number immediately after such adjustment pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the Stock Purchase Contract Agreement and the denominator of which shall be the Maximum Share Number immediately prior to such adjustment; provided, however, that if such adjustment to each Fixed Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the Stock Purchase Contract Agreement during the period taken into consideration for determining the Applicable Market Value, the 20 individual Closing Prices used to determine the Applicable Market Value shall be adjusted rather than the Applicable Market Value and the Applicable Market Value shall be determined by (A) multiplying the Closing Prices for Trading Days prior to such adjustment to each Fixed Settlement Rate by the Adjustment Factor in effect prior to such adjustment, (B) multiplying the Closing Prices for Trading Days following such adjustment by the Adjustment Factor reflecting such adjustment, and (C) dividing the sum of all such adjusted Closing Prices by 20.

The “APPLICABLE MARKET VALUE” means the average of the Closing Price per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding August 15, 2007.

The “CLOSING PRICE” per share of Common Stock on any date of determination means:

(1) the closing sale price as of the close of the principal trading session (or, if no closing price is reported, the last reported sale price) per share on the New York Stock Exchange, Inc. (the “NYSE”) on such date;

(2) if Common Stock is not listed for trading on the NYSE on any such date, the closing sale price (or, if no closing price is reported, the last reported sale price) per share as reported in the composite transactions for the principal United States national or regional securities exchange on which Common Stock is so listed;

(3) if Common Stock is not so listed on a United States national or regional securities exchange, the last closing sale price per share as reported by the Nasdaq National Market, Inc.;

(4) if Common Stock is not so reported by the Nasdaq National Market, Inc., the last quoted bid price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization; or

(5) if the bid price referred to above is not available, the market value of Common Stock on such date as determined by a nationally recognized independent investment banking firm retained by the Company for purposes of determining the Closing Price.

A “TRADING DAY” means a day on which Common Stock (1) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (2) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of Common Stock.

In accordance with the terms of the Stock Purchase Contract Agreement, the Holder of this Normal Common SPACES Certificate may pay the Purchase Price for the shares of Common Stock purchased pursuant to each Stock Purchase Contract evidenced hereby by effecting a Cash Settlement, an Early Settlement or, if applicable, a Cash Merger Early Settlement or from the proceeds of or a Remarketing of the related Pledged STACKS. A Holder of Normal Common SPACES who (1) does not, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Stock

A-7

Purchase Date, notify the Stock Purchase Contract Agent of its intention to effect a Cash Settlement, or who does so notify the Stock Purchase Contract Agent but fails to make an effective Cash Settlement on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Stock Purchase Date, or (2) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day prior to the Stock Purchase Date, does not make an effective Early Settlement, shall pay the Purchase Price for the shares of Common Stock to be delivered under the related Stock Purchase Contract from the proceeds of the sale of the related Pledged STACKS held by the Collateral Agent in the Remarketing unless the Holder has previously made a Cash Merger Early Settlement. Such sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the applicable Remarketing Date.

Upon the occurrence of a Failed Remarketing with respect to the August 15, 2008 Remarketing Settlement Date, the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to the Pledged STACKS underlying the Normal Common SPACES, and may, among other things, (A) retain such STACKS in full satisfaction of the Holders’ obligations under the Stock Purchase Contracts or (B) sell such STACKS in one or more public or private sales or otherwise. In the event of a Failed Remarketing with respect to the August 15, 2008 Remarketing Settlement Date, the Company will issue a note, payable on August 15, 2009 and bearing interest at the rate of 3.90%, in the amount of any accrued and unpaid distributions on such Pledged STACKS as of August 15, 2008, to the Stock Purchase Contract Agent for delivery to the Holders of such STACKS.

The Company shall not be obligated to issue any shares of Common Stock in respect of a Stock Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Stock Purchase Contract Agreement.

Under the terms of the Pledge Agreement and the Stock Purchase Contract Agreement, the Stock Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged STACKS, but only to the extent instructed in writing by the Holders. Upon receipt of notice of any meeting at which holders of STACKS are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of STACKS, the Stock Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the Normal Common SPACES Holders a notice:

(1) containing such information as is contained in the notice or solicitation;

(2) stating that each Holder on the record date set by the Stock Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of STACKS, as the case may be, entitled to vote) shall be entitled to instruct the Stock Purchase Contract Agent as to the exercise of the voting rights pertaining to the STACKS underlying such Holder’s Normal Common SPACES; and

(3) stating the manner in which such instructions may be given.

Upon the written request of the Normal Common SPACES Holders on such record date received by the Stock Purchase Contract Agent at least six days prior to such meeting, the Stock Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum aggregate liquidation amount of STACKS, as the case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Common SPACES, the Stock Purchase Contract Agent shall abstain from voting the STACKS evidenced by such Normal Common SPACES. The Company hereby agrees, if applicable, to solicit Holders of Normal Common SPACES to timely instruct the Stock

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Purchase Contract Agent in order to enable the Stock Purchase Contract Agent to vote the STACKS. The Holders of Normal Common SPACES shall have no voting or other rights in respect of Common Stock.

Upon the occurrence of a Successful Remarketing, the Collateral Agent shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to transfer the Pledged STACKS upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account. The Remarketing Agent will deduct a remarketing fee in accordance with the terms of the Remarketing Agreement. With respect to Pledged STACKS upon a Successful Remarketing, any proceeds of the Remarketing in excess of the aggregate Purchase Price applicable to the related Normal Common SPACES plus the portion of the Remarketing Fee attributable to such Pledged STACKS will be remitted to the Stock Purchase Contract Agent for payment to the Holders of the related Normal Common SPACES.

The Normal Common SPACES Certificates are issuable only in registered form and only in denominations of a single Normal Common SPACES and any integral multiple thereof. The transfer of any Normal Common SPACES Certificate will be registered and Normal Common SPACES Certificates may be exchanged as provided in the Stock Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents permitted by the Stock Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Stock Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A Holder who elects to substitute a Treasury Security for a STACKS, thereby creating Stripped Common SPACES, shall be responsible for any fees or expenses payable in connection therewith. Except as provided in the Stock Purchase Contract Agreement, for so long as the Stock Purchase Contract underlying a Normal Common SPACES remains in effect, such Normal Common SPACES shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Normal Common SPACES in respect of the STACKS and Stock Purchase Contract constituting such Normal Common SPACES may be transferred and exchanged only as a Normal Common SPACES.

Subject to the conditions set forth in the Stock Purchase Contract Agreement, a Holder may, at any time on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Applicable Remarketing Settlement Date, effect a Collateral Substitution and separate the Pledged STACKS from the related Stock Purchase Contracts in respect of all or a portion of such Holder’s Normal Common SPACES by substituting for such Pledged STACKS, Treasury Securities or portions thereof in an aggregate liquidation amount at maturity equal to the aggregate liquidation amount of such Pledged STACKS; provided that Holders may make Collateral Substitutions only in integral multiples of 40 Normal Common SPACES.

The Company shall pay, on each Payment Date, the Contract Payments payable in respect of each Stock Purchase Contract to the Person in whose name the Normal Common SPACES Certificate evidencing such Stock Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Payments will be payable at the office of the Stock Purchase Contract Agent in New York City. If the book-entry system for the Normal Common SPACES has been terminated, the Contract Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Stock Purchase Contract Agent.

The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Stock Purchase Contract Agent written notice of its election to defer each such deferred Contract Payment pursuant to Section 5.12 of the Stock Purchase Contract

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Agreement. Any Contract Payments so deferred shall, to the extent permitted by law, accrue additional Contract Payments thereon at the rate of 6.50% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the “Deferred Contract Payments”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to the Section 5.12 of the Stock Purchase Contract Agreement. No Contract Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate.

The Stock Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Stock Purchase Contract Agent or the Company, if, on or prior to the Stock Purchase Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Stock Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged STACKS from the Pledge in accordance with the provisions of the Pledge Agreement. A Normal Common SPACES shall thereafter represent the right to receive the STACKS forming a part of such Normal Common SPACES in accordance with the terms of, and except as set forth in, the Stock Purchase Contract Agreement and the Pledge Agreement.

Subject to and upon compliance with the provisions of the Stock Purchase Contract Agreement, at the option of the Holder thereof, Stock Purchase Contracts underlying Common SPACES may be settled early (“EARLY SETTLEMENT”) at any time on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Stock Purchase Date as provided in the Stock Purchase Contract Agreement. In order to exercise the right to effect Early Settlement with respect to any Stock Purchase Contract evidenced by this Certificate, the Holder of this Normal Common SPACES Certificate shall deliver to the Stock Purchase Contract Agent at the Corporate Trust Office prior to the time specified in the Stock Purchase Contract Agreement an Election to Settle Early form set forth below duly completed and accompanied by payment in the form of immediately available funds payable to the order of the Company in an amount (the “EARLY SETTLEMENT AMOUNT”) equal to the sum of:

(i) the product of (A) the Stated Amount times (B) the number of Stock Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus

(ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Payments payable on such Payment Date with respect to such Stock Purchase Contracts.

Upon Early Settlement of Stock Purchase Contracts by a Holder of the related Common SPACES, the Pledged STACKS shall be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive a number of newly issued or treasury shares of Common Stock adjusted in the same manner and at the same time as the Settlement Rate is adjusted (the “EARLY SETTLEMENT RATE”).

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Upon the occurrence of a Cash Merger, a Holder of Normal Common SPACES may effect Cash Merger Early Settlement of the Stock Purchase Contract underlying such Normal Common SPACES pursuant to the terms of Section 5.04(b)(ii) of the Stock Purchase Contract Agreement. Upon Cash Merger Early Settlement of Stock Purchase Contracts by a Holder of the related Normal Common SPACES, the Pledged STACKS underlying such Normal Common SPACES shall be released from the Pledge as provided in the Pledge Agreement.

Upon registration of transfer of this Normal Common SPACES Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Stock Purchase Contract Agent pursuant to the Stock Purchase Contract Agreement), under the terms of the Stock Purchase Contract Agreement and the Stock Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Stock Purchase Contracts evidenced by this Normal Common SPACES Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The Holder of this Normal Common SPACES Certificate, by its acceptance hereof, irrevocably authorizes the Stock Purchase Contract Agent to enter into and perform the related Stock Purchase Contracts forming part of the Normal Common SPACES evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Stock Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Stock Purchase Contracts, consents to the provisions of the Stock Purchase Contract Agreement, irrevocably authorizes the Stock Purchase Contract Agent to enter into and perform the Stock Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to, and agrees to be bound by, the Pledge of such Holder’s right, title and interest in and to the Collateral Account, including the STACKS underlying this Normal Common SPACES Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees that, to the extent and in the manner provided in the Stock Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments with respect to the aggregate liquidation amount of the Pledged STACKS on the Stock Purchase Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under such Stock Purchase Contract and such Holder shall acquire no right, title or interest in such payments.

Subject to certain exceptions, the provisions of the Stock Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Stock Purchase Contracts.

The Stock Purchase Contracts shall be governed by, and construed in accordance with, the laws of the State of New York.

Prior to due presentment of this Certificate for registration of transfer, the Company, the Stock Purchase Contract Agent and its Affiliates and any agent of the Company or the Stock Purchase Contract Agent may treat the Person in whose name this Normal Common SPACES Certificate is registered as the owner of the Normal Common SPACES evidenced hereby for the purpose of receiving distributions payable on the STACKS, receiving payments of Contract Payments (subject to any applicable record date), performance of the Stock Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Stock Purchase Contract Agent nor any such agent shall be affected by notice to the contrary.

The Stock Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock.

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A copy of the Stock Purchase Contract Agreement is available for inspection at the offices of the Stock Purchase Contract Agent.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                         (cust)(minor) Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip code of Assignee)

the within Normal Common SPACES Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                     , to transfer said Normal Common SPACES Certificates on the books of Marshall & Ilsley Corporation, with full power of substitution in the premises.

Dated:	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Normal Common SPACES Certificates in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee:

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SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Stock Purchase Contracts underlying the number of Normal Common SPACES evidenced by this Normal Common SPACES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:
	Signature
	Signature Guarantee:
	(if assigned to another person)

If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature:	REGISTERED HOLDER
	Please print name and address of Registered Holder:
Name	Name
Address	Address
Social Security or other Taxpayer Identification Number, if any

A-14

ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

The undersigned Holder of this Normal Common SPACES Certificate hereby irrevocably exercises the option to effect {Early Settlement} {Cash Merger Early Settlement following a Cash Merger} in accordance with the terms of the Stock Purchase Contract Agreement with respect to the Stock Purchase Contracts underlying the number of Normal Common SPACES evidenced by this Normal Common SPACES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such {Early Settlement} {Cash Merger Early Settlement} be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Common SPACES Certificate representing any Normal Common SPACES evidenced hereby as to which {Early Settlement} {Cash Merger Early Settlement} of the related Stock Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged STACKS deliverable upon such {Early Settlement} {Cash Merger Early Settlement} will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated: Signature

Signature Guarantee:

Number of Common SPACES evidenced hereby as to which {Early Settlement} {Cash Merger Early Settlement} of the related Stock Purchase Contracts is being elected:

If shares of Common Stock or Normal Common SPACES Certificates are to be registered in the name of and delivered to and Pledged STACKS are to be transferred to a Person other than the Holder, please print such Person’s name and address:	REGISTERED HOLDER
	Please print name and address of Registered Holder:
Name	Name
Address	Address
Social Security or other Taxpayer Identification Number, if any

A-15

Transfer Instructions for Pledged STACKS transferable upon {Early Settlement} {Cash Merger Early Settlement} or a Termination Event:

A-16

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

Amount of increase in Number of Normal Common SPACES evidenced by the Date Global Certificate Amount of decrease in Number of Normal Common SPACES evidenced by the Global Certificate Number of Normal Common SPACES evidenced by this Global Certificate following such decrease or increase Signature of
authorized signatory
of Stock Purchase
Contract Agent

A-17

EXHIBIT B

(FORM OF FACE OF STRIPPED COMMON SPACES CERTIFICATE)

{For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.                      CUSIP No.

Number of Stripped Common SPACES:                                              

MARSHALL & ILSLEY CORPORATION

Stripped Common SPACES

This Stripped Common SPACES Certificate certifies that {Cede & Co.} is the registered Holder of the number of Stripped Common SPACES set forth above {for inclusion in Global Certificates only – or such other number of Stripped Common SPACES reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto}. Each Stripped Common SPACES consists of (i) a 1/40 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Stock Purchase Contract with Marshall & Ilsley Corporation, a Wisconsin corporation (the “COMPANY”). All capitalized terms used herein which are defined in the Stock Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein.

Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Stripped Common SPACES evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Stock Purchase Contract comprising part of such Stripped Common SPACES.

Each Stock Purchase Contract evidenced hereby obligates the Holder of this Stripped Common SPACES Certificate to purchase, and the Company, to sell, on the Stock Purchase Date, at a price equal to

B-1

$25 (the “PURCHASE PRICE”), a number of newly issued or treasury shares of common stock, par value $1.00 per share (“COMMON STOCK”), of the Company, equal to the Settlement Rate, unless prior to or on the Stock Purchase Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Stock Purchase Contract, all as provided in the Stock Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the “PURCHASE PRICE”) for the shares of Common Stock purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Stock Purchase Contract of the Stripped Common SPACES of which such Stock Purchase Contract is a part.

Each Stock Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, (i) to treat itself as the owner of the Stock Purchase Contracts and the related ownership interest in the Treasury Securities pledged under the Pledge Agreement, (ii) the Debentures as indebtedness of the Company, and (iii) the fair market value of each Stock Purchase Contract as $0.

The Company shall pay, on each Payment Date, in respect of each Stock Purchase Contract forming part of a Stripped Common SPACES evidenced hereby, an amount (the “CONTRACT PAYMENTS”) equal to 2.60% per year of the Stated Amount, subject to its rights provided for in the Stock Purchase Contract Agreement to defer Contract Payments. Such Contract Payments shall be payable to the Person in whose name this Stripped Common SPACES Certificate is registered at the close of business on the Record Date for such Payment Date.

Contract Payments will be payable at the office of the Stock Purchase Contract Agent in New York City. If the book-entry system for the Stripped Common SPACES has been terminated, the Contract Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Stock Purchase Contract Agent.

Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Stock Purchase Contract Agent by manual signature, this Stripped Common SPACES Certificate shall not be entitled to any benefit under the Pledge Agreement or the Stock Purchase Contract Agreement or be valid or obligatory for any purpose.

B-2

IN WITNESS WHEREOF, the Company and the Holder specified above have caused this instrument to be duly executed.

MARSHALL & ILSLEY CORPORATION
By:
Name:
Title:
HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Stock Purchase Contracts)
By:	BNY MIDWEST TRUST COMPANY, not individually but solely as attorney-in-fact of such Holder
By:
Name:
Title:

Date:                     

B-3

CERTIFICATE OF AUTHENTICATION OF

STOCK PURCHASE CONTRACT AGENT

This is one of the Stripped Common SPACES referred to in the within-mentioned Stock Purchase Contract Agreement.

BNY MIDWEST TRUST COMPANY,
as Stock Purchase Contract Agent

By:

Name:

Title:

Dated:                     

B-4

(REVERSE OF STRIPPED COMMON SPACES CERTIFICATE)

Each Stock Purchase Contract evidenced hereby is governed by a Stock Purchase Contract Agreement, dated as of July 29, 2004 (as may be supplemented from time to time, the “STOCK PURCHASE CONTRACT AGREEMENT”) between the Company and BNY Midwest Trust Company, as Stock Purchase Contract Agent (including its successors thereunder, herein called the “STOCK PURCHASE CONTRACT AGENT”), to which the Stock Purchase Contract Agreement and supplemental agreements thereto reference, is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Stock Purchase Contract Agent, the Company and the Holders and of the terms upon which the Stripped Common SPACES Certificates are, and are to be, executed and delivered.

Each Stock Purchase Contract evidenced hereby obligates the Holder of this Stripped Common SPACES Certificate to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $25 (the “PURCHASE PRICE”) a number of newly issued or treasury shares of Common Stock equal to the Settlement Rate, unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to the Common SPACES of which such Stock Purchase Contract is a part shall have occurred. The “SETTLEMENT RATE” is equal to:

(1) if the Adjusted Applicable Market Value (as defined below) is greater than or equal to $46.28 (the “THRESHOLD APPRECIATION PRICE”), 0.5402 shares of Common Stock per Stock Purchase Contract (such number of shares, as adjusted from time to time pursuant to Section 5.04, the “MINIMUM SHARE NUMBER”);

(2) if the Adjusted Applicable Market Value is less than the Threshold Appreciation Price but greater than $37.32 (the “REFERENCE PRICE”), the number of shares of Common Stock per Stock Purchase Contract having a value equal to the Stated Amount divided by the Adjusted Applicable Market Value; and

(3) if the Adjusted Applicable Market Value is less than or equal to the Reference Price, 0.6699 shares of Common Stock per Purchase Contract (such number of shares, as adjusted from time to time pursuant to Section 5.04, the “MAXIMUM SHARE NUMBER”),

in each case subject to adjustment as provided in the Stock Purchase Contract Agreement (and in each case rounded upward or downward to the nearest 1/10,000th of a share).

No fractional shares of Common Stock will be issued upon settlement of Stock Purchase Contracts, as provided in Section 5.09 of the Stock Purchase Contract Agreement.

Each Stock Purchase Contract evidenced hereby, which is settled through Early Settlement or Cash Merger Early Settlement shall obligate the Holder of the related Stripped Common SPACES to purchase at the Purchase Price, and the Company to sell, a number of newly issued or treasury shares of Common Stock equal to the Early Settlement Rate (in the case of an Early Settlement) or applicable Settlement Rate (in the case of a Cash Merger Early Settlement).

The “ADJUSTED APPLICABLE MARKET VALUE” means (i) prior to any adjustment pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the Stock Purchase Contract Agreement, the Applicable Market Value, and (ii) at the time of and after any adjustment of each Fixed Settlement Rate pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the Stock Purchase Contract Agreement, the Applicable Market Value multiplied by the Adjustment Factor.

B-5

The “ADJUSTMENT FACTOR” means a fraction the numerator of which shall be the Maximum Share Number immediately after such adjustment pursuant to paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the Stock Purchase Contract Agreement and the denominator of which shall be the Maximum Share Number immediately prior to such adjustment; provided, however, that if such adjustment to each Fixed Settlement Rate is required to be made pursuant to the occurrence of any of the events contemplated by paragraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (x) of Section 5.04(a) of the Stock Purchase Contract Agreement during the period taken into consideration for determining the Applicable Market Value, the 20 individual Closing Prices used to determine the Applicable Market Value shall be adjusted rather than the Applicable Market Value and the Applicable Market Value shall be determined by (A) multiplying the Closing Prices for Trading Days prior to such adjustment to each Fixed Settlement Rate by the Adjustment Factor in effect prior to such adjustment, (B) multiplying the Closing Prices for Trading Days following such adjustment by the Adjustment Factor reflecting such adjustment, and (C) dividing the sum of all such adjusted Closing Prices by 20.

The “APPLICABLE MARKET VALUE” means the average of the Closing Price per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding August 15, 2007.

The “CLOSING PRICE” per share of Common Stock on any date of determination means:

(1) the closing sale price as of the close of the principal trading session (or, if no closing price is reported, the last reported sale price) per share on the New York Stock Exchange, Inc. (the “NYSE”) on such date;

(2) if Common Stock is not listed for trading on the NYSE on any such date, the closing sale price (or, if no closing price is reported, the last reported sale price) per share as reported in the composite transactions for the principal United States national or regional securities exchange on which Common Stock is so listed;

(3) if Common Stock is not so listed on a United States national or regional securities exchange, the last closing sale price per share as reported by the Nasdaq National Market, Inc.;

(4) if Common Stock is not so reported by the Nasdaq National Market, Inc., the last quoted bid price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization; or

(5) if the bid price referred to above is not available, the market value of Common Stock on such date as determined by a nationally recognized independent investment banking firm retained by the Company for purposes of determining the Closing Price.

A “TRADING DAY” means a day on which Common Stock (1) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (2) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of Common Stock.

In accordance with the terms of the Stock Purchase Contract Agreement, the Holder of this Stripped Common SPACES shall pay the Purchase Price for the shares of the Common Stock purchased pursuant to each Stock Purchase Contract evidenced hereby either by effecting an Early Settlement or, if applicable, a Cash Merger Early Settlement of each such Stock Purchase Contract or by applying a principal amount of the Pledged Treasury Securities underlying such Holder’s Stripped Common SPACES equal to the Stated Amount of such Stock Purchase Contract to the purchase of the Common

B-6

Stock. A Holder of Stripped Common SPACES who (1) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day prior to the Stock Purchase Date, does not make an effective Early Settlement or (2) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day prior to the Stock Purchase Date, does not make an effective Cash Merger Early Settlement, shall pay the Purchase Price for the shares of Common Stock to be issued under the related Stock Purchase Contract from the proceeds of the Pledged Treasury Securities.

The Company shall not be obligated to issue any shares of Common Stock in respect of a Stock Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate purchase price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Stock Purchase Contract Agreement.

The Stripped Common SPACES Certificates are issuable only in registered form and only in denominations of a single Stripped Common SPACES and any integral multiple thereof. The transfer of any Stripped Common SPACES Certificate will be registered and Stripped Common SPACES Certificates may be exchanged as provided in the Stock Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents permitted by the Stock Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Stock Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A Holder who elects to substitute STACKS for Treasury Securities, thereby recreating Normal Common SPACES, shall be responsible for any fees or expenses associated therewith. Except as provided in the Stock Purchase Contract Agreement, for so long as the Stock Purchase Contract underlying a Stripped Common SPACES remains in effect, such Stripped Common SPACES shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Common SPACES in respect of the Treasury Security and the Stock Purchase Contract constituting such Stripped Common SPACES may be transferred and exchanged only as a Stripped Common SPACES.

Subject to the conditions set forth in the Stock Purchase Contract Agreement, a Holder of Stripped Common SPACES may recreate, at any time on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Applicable Remarketing Settlement Date, Normal Common SPACES by delivering to the Securities Intermediary STACKS with an aggregate liquidation amount, equal to the aggregate principal amount at maturity of the Pledged Treasury Securities in exchange for the release of such Pledged Treasury Securities in accordance with the terms of the Stock Purchase Contract Agreement and the Pledge Agreement. From and after such substitution, the Holder’s Common SPACES shall be referred to as a “NORMAL COMMON SPACES.” Any such creation of Normal Common SPACES may be effected only in multiples of 40 Stripped Common SPACES for 40 Normal Common SPACES.

The Company shall pay, on each Payment Date, the Contract Payments payable in respect of each Stock Purchase Contract to the Person in whose name the Stripped Common SPACES Certificate evidencing such Stock Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Payments will be payable at the office of the Stock Purchase Contract Agent in New York City. If the book-entry system for the Normal Common SPACES has been terminated, the Contract Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Stock Purchase Contract Agent.

The Company shall have the right, at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Stock Purchase Contract Agent written notice of its election to

B-7

defer each such deferred Contract Payment pursuant to Section 5.12 of the Stock Purchase Contract Agreement. Any Contract Payments so deferred shall, to the extent permitted by law, accrue additional Contract Payments thereon at the rate of 6.50% per year (computed on the basis of a 360-day year of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the “Deferred Contract Payments”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to the Section 5.12 of the Stock Purchase Contract Agreement. No Contract Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate.

The Stock Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Stock Purchase Contract Agent or the Company, if, on or prior to the Stock Purchase Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Stock Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Treasury Securities (as defined in the Pledge Agreement) in accordance with the provisions of the Pledge Agreement. A Stripped Common SPACES shall thereafter represent the right to receive the interest in the Treasury Security forming a part of such Stripped Common SPACES, in accordance with the terms of and except as set forth in, the Stock Purchase Contract Agreement and the Pledge Agreement.

Subject to and upon compliance with the provisions of the Stock Purchase Contract Agreement, at the option of the Holder thereof, Stock Purchase Contracts underlying Common SPACES may be settled early (“EARLY SETTLEMENT”) as provided in the Stock Purchase Contract Agreement. In order to exercise the right to effect Early Settlement with respect to any Stock Purchase Contract evidenced by this Certificate, the Holder of this Stripped Common SPACES Certificate shall deliver to the Stock Purchase Contract Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the form of immediately available funds payable to the order of the Company in an amount (the “EARLY SETTLEMENT AMOUNT”) equal to the sum of:

(i) the product of (A) the Stated Amount times (B) the number of Stock Purchase Contracts with respect to which the Holder has elected to effect Early Settlement, plus

(ii) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Payments payable on such Payment Date with respect to such Stock Purchase Contracts.

Upon Early Settlement of Stock Purchase Contracts by a Holder of the related Common SPACES, the Pledged Treasury Securities underlying such Common SPACES shall be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive a number of newly issued or treasury shares of Common Stock adjusted in the same manner and at the same time as the Settlement Rate is adjusted (the “EARLY SETTLEMENT RATE”).

B-8

Upon the occurrence of a Cash Merger, a Holder of Stripped Common SPACES may effect Cash Merger Early Settlement of the Stock Purchase Contract underlying such Stripped Common SPACES pursuant to the terms of Section 5.04(b)(ii) of the Stock Purchase Contract Agreement. Upon Cash Merger Early Settlement of Stock Purchase Contracts by a Holder of the related Stripped Common SPACES, the Pledged Treasury Securities underlying such Stripped Common SPACES shall be released from the Pledge as provided in the Pledge Agreement.

Upon registration of transfer of this Stripped Common SPACES Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Stock Purchase Contract Agent pursuant to the Stock Purchase Contract Agreement), under the terms of the Stock Purchase Contract Agreement and the Stock Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Stock Purchase Contracts evidenced by this Stripped Common SPACES Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The Holder of this Stripped Common SPACES Certificate, by its acceptance hereof, authorizes the Stock Purchase Contract Agent to enter into and perform the related Stock Purchase Contracts forming part of the Stripped Common SPACES evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Stock Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Stock Purchase Contracts, consents to the provisions of the Stock Purchase Contract Agreement, authorizes the Stock Purchase Contract Agent to enter into and perform the Stock Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Stripped Common SPACES Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Stock Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect to the aggregate principal amount of the Pledged Treasury Securities on the Stock Purchase Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under such Stock Purchase Contract and such Holder shall acquire no right, title or interest in such payments.

Subject to certain exceptions, the provisions of the Stock Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Stock Purchase Contracts.

The Stock Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Prior to due presentment of this Certificate for registration or transfer, the Company, the Stock Purchase Contract Agent and its Affiliates and any agent of the Company or the Stock Purchase Contract Agent may treat the Person in whose name this Stripped Common SPACES Certificate is registered as the owner of the Stripped Common SPACES evidenced hereby for the purpose of receiving payments of interest on the Treasury Securities, receiving payments of Contract Payments (subject to any applicable record date), performance of the Stock Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Stock Purchase Contract Agent nor any such agent shall be affected by notice to the contrary.

The Stock Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock.

B-9

A copy of the Stock Purchase Contract Agreement is available for inspection at the offices of the Stock Purchase Contract Agent.

B-10

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
	Custodian
UNIF GIFT MIN ACT:	(cust)                                                                                                                       (minor)
	Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

the within Stripped Common SPACES Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                             , to transfer said Stripped Common SPACES Certificates on the books of Marshall & Ilsley Corporation, with full power of substitution in the premises.

Dated:	Signature _________________________________
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Stripped Common SPACES Certificates in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee:

B-11

SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Stock Purchase Contracts underlying the number of Stripped Common SPACES evidenced by this Stripped Common SPACES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:                     

If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature:

Name

Address

Social Security or other Taxpayer Identification

Number, if any

Signature

Signature Guarantee: ____________________________________________

(if assigned to another person)

B-12

ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

The undersigned Holder of this Stripped Common SPACES Certificate hereby irrevocably exercises the option to effect {Early Settlement} {Cash Merger Early Settlement upon a Cash Merger} in accordance with the terms of the Stock Purchase Contract Agreement with respect to the Stock Purchase Contracts underlying the number of Stripped Common SPACES evidenced by this Stripped Common SPACES Certificate specified below. The option to effect {Early Settlement} {Cash Merger Early Settlement} may be exercised only with respect to Stock Purchase Contracts underlying Stripped Common SPACES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such {Early Settlement} {Cash Merger Early Settlement} be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Common SPACES Certificate representing any Stripped Common SPACES evidenced hereby as to which Cash Merger Early Settlement of the related Stock Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such {Early Settlement} {Cash Merger Early Settlement} will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:                     Signature                                                                         

Signature Guarantee:                                                                                                                                                   

Number of Stripped Common SPACES evidenced hereby as to which {Early Settlement} {Cash Merger Early Settlement} of the related Stock Purchase Contracts is being elected:

If shares of Common Stock or REGISTERED HOLDER Stripped Normal Common SPACES Certificates are to be registered in the name of [Please print name and address] and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address:

B-13

	REGISTERED HOLDER
	Please print name and address of Registered Holder:
Name	Name
Address	Address

Social Security or other Taxpayer

Identification Number, if any

Transfer Instructions for Pledged Treasury Securities Transferable upon {Early Settlement} {Cash Merger Early Settlement} or a Termination Event:

B-14

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

Date Amount of increase in Number of Stripped Common SPACES evidenced by the Date Global Certificate Amount of decrease in Number of Stripped Common SPACES evidenced by the Global Certificate Number of Stripped
Common SPACES
evidenced by this
Global Certificate
following such
decrease or increase Signature of
authorized
signatory of Stock
Purchase Contract
Agent

B-15

EXHIBIT C

INSTRUCTION TO STOCK PURCHASE CONTRACT AGENT

BNY Midwest Trust Company

The Stock Purchase Contract Agent

2 N. LaSalle Street

Suite 1020

Chicago, Illinois 60602

Re: { Normal Common SPACES} { Stripped Common SPACES} of Marshall & Ilsley Corporation, a Wisconsin corporation (the “COMPANY”).

The undersigned Holder hereby notifies you that it has delivered to JPMorgan Chase Bank, as Securities Intermediary, for credit to the Collateral Account, $             aggregate [liquidation] [principal] amount of {STACKS} {Treasury Securities} in exchange for the {Pledged STACKS} {Pledged Treasury Securities} held in the Collateral Account, in accordance with the Pledge Agreement, dated as of July 29, 2004 (the “PLEDGE AGREEMENT”; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the {Pledged STACKS} {Pledged Treasury Securities} related to such {Normal Common SPACES} {Stripped Common SPACES}.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

C-1

EXHIBIT D

NOTICE FROM STOCK PURCHASE CONTRACT AGENT

TO HOLDERS

(Transfer of Collateral upon Occurrence of a Termination Event)

{HOLDER}

Attention:

Telecopy:                     

Re: Normal Common SPACES} {Stripped Common SPACES} of Marshall & Ilsley Corporation, a Wisconsin corporation (the “COMPANY”)

Please refer to the Stock Purchase Contract Agreement, dated as of July 29, 2004 (the “PURCHASE CONTRACT AGREEMENT”; unless otherwise defined herein, terms defined in the Stock Purchase Contract Agreement are used herein as defined therein), between the Company and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common SPACES and Stripped Common SPACES from time to time.

We hereby notify you that a Termination Event has occurred and that {the STACKS} {the Treasury Securities} compromising a portion of your ownership interest in             , {Normal Common SPACES} {Stripped Common SPACES} have been released and are being held by us for your account pending receipt of transfer instructions with respect to such {STACKS} {Treasury Securities} (the “RELEASED SECURITIES”).

Pursuant to Section 3.15 of the Stock Purchase Contract Agreement, we hereby request written transfer instructions with respect to the Released Securities. Upon receipt of your instructions and upon transfer to us of your {Normal Common SPACES]{Stripped Common SPACES} effected through book-entry or by delivery to us of your {Normal Common SPACES Certificate]{Stripped Common SPACES Certificate}, we shall transfer the Released Securities by book-entry transfer or other appropriate procedures, in accordance with your instructions.

In the event you fail to effect such transfer or delivery, the Released Securities and any distributions thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such {Normal Common SPACES]{Stripped Common SPACES} are transferred or your {Normal Common SPACES Certificate} {Stripped Common SPACES Certificate} is surrendered or satisfactory evidence is provided that such {Normal Common SPACES Certificate]{Stripped Common SPACES Certificate} has been destroyed, lost or stolen, together with any indemnification that we or the Company may require.

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Dated:	By:	BNY MIDWEST TRUST COMPANY
	By:	Name: Title: Authorized Signatory

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EXHIBIT E

NOTICE TO SETTLE BY CASH

BNY Midwest Trust Company

The Stock Purchase Contract Agent

2 N. LaSalle Street

Suite 1020

Chicago, Illinois 60602

Re: Normal Common SPACES of Marshall & Ilsley Corporation,

a Wisconsin corporation (the “COMPANY”)

The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02 of the Stock Purchase Contract Agreement, dated as of July 29, 2004 (the “STOCK PURCHASE CONTRACT AGREEMENT”; unless otherwise defined herein, terms defined in the Stock Purchase Contract Agreement are used herein as defined therein), between the Company and you, as Stock Purchase Contract Agent and as attorney-in-fact for the Holders of the Stock Purchase Contracts, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Stock Purchase Date (in lawful money of the United States by certified or cashiers’ check or wire transfer, in immediately available funds), $[    ] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Stock Purchase Contracts on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to make such Cash Settlement with respect to the Stock Purchase Contracts related to such Holder’s Normal Common SPACES.

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EXHIBIT F

NOTICE FROM STOCK PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Settlement of Stock Purchase Contract through Remarketing)

JPMorgan Chase Bank

The Collateral Agent

4 New York Plaza, Floor 15

New York, New York 10004

Facsimile: (212) 623-6274

Attention: Institutional Trust Services

Re: Normal Common SPACES of Marshall & Ilsley Corporation,

a Wisconsin corporation (the “COMPANY”)

Please refer to the Stock Purchase Contract Agreement, dated as of July 29, 2004 (the “STOCK PURCHASE CONTRACT AGREEMENT”; unless otherwise defined herein, terms defined in the Stock Purchase Contract Agreement are used herein as defined therein), between the Company and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the Holders of Normal Common SPACES from time to time.

In accordance with Section 5.02 of the Stock Purchase Contract Agreement and, based on notices of {Early Settlements} {Cash Settlements} received from Holders of Normal Common SPACES as of 5:00 p.m. (New York City time), on the fifth Business Day immediately preceding the {Initial} {Final} Remarketing Date, we hereby notify you that an aggregate liquidation amount of $     STACKS are to be tendered for purchase in the Remarketing.

Dated:	By:	BNY MIDWEST TRUST COMPANY, as the Stock Purchase Contract Agent
	By:	Name: Title: Authorized Signatory

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EX-99.4

Exhibit 4

PLEDGE AGREEMENT

among

MARSHALL & ILSLEY CORPORATION

and

JPMORGAN CHASE BANK, as Collateral Agent,

Custodial Agent and Securities Intermediary

and

BNY MIDWEST TRUST COMPANY,

as Stock Purchase Contract Agent

Dated as of July 29, 2004

TABLE OF CONTENTS

		Page
	ARTICLE I
	Definitions
Section 1.01	Definitions	1
	ARTICLE II
	Pledge
Section 2.01	Pledge	5
Section 2.02	Control	5
Section 2.03	Termination	5
	ARTICLE III
	Distributions on Pledged Collateral
Section 3.01	Income and Distributions	6
Section 3.02	Payments Following Termination Event	6
Section 3.03	Payments Prior to or on Stock Purchase Date	6
Section 3.04	Payments to Stock Purchase Contract Agent	7
Section 3.05	Assets Not Properly Released	7
	ARTICLE IV
	Control
Section 4.01	Establishment of Collateral Account	7
Section 4.02	Treatment as Financial Assets	8
Section 4.03	Sole Control by Collateral Agent	8
Section 4.04	Securities Intermediary’s Location	8
Section 4.05	No Other Claims	8
Section 4.06	Investment and Release	9
Section 4.07	Statements and Confirmations	9
Section 4.08	Tax Allocations	9
Section 4.09	No Other Agreements	9
Section 4.10	Powers Coupled with an Interest	9
Section 4.11	Waiver of Lien; Waiver of Set-off	9
	ARTICLE V
Initial Deposit; Creation of Stripped Common SPACES and Recreation of Normal Common SPACES
Section 5.01	Initial Deposit of STACKS	10
Section 5.02	Creation of Stripped Common SPACES	10
Section 5.03	Recreation of Normal Common SPACES	11
Section 5.04	Termination Event	11
Section 5.05	Cash Settlement	12
Section 5.06	Early Settlement and Cash Merger Early Settlement	14
Section 5.07	Application of Proceeds in Settlement of Stock Purchase Contracts	14

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	ARTICLE VI
	Voting Rights –– Pledged STACKS
Section 6.01	Voting Rights	16
	ARTICLE VII
	Rights and Remedies
Section 7.01	Rights and Remedies of the Collateral Agent	16
Section 7.02	Remarketing	17
Section 7.03	Successful Remarketing	17
Section 7.04	Substitutions	18
	ARTICLE VIII
	Representations and Warranties; Covenants
Section 8.01	Representations and Warranties	18
Section 8.02	Covenants	18
	ARTICLE IX
The Collateral Agent, The Custodial Agent and The Securities Intermediary
Section 9.01	Appointment, Powers and Immunities	19
Section 9.02	Instructions of the Company	20
Section 9.03	Reliance by Collateral Agent, Custodial Agent and Securities Intermediary	20
Section 9.04	Certain Rights	21
Section 9.05	Merger, Conversion, Consolidation or Succession to Business	21
Section 9.06	Rights in Other Capacities	21
Section 9.07	Non-reliance on Collateral Agent, the Custodial Agent and Securities Intermediary	22
Section 9.08	Compensation and Indemnity	22
Section 9.09	Failure to Act	23
Section 9.10	Resignation of Collateral Agent, the Custodial Agent and Securities Intermediary	23
Section 9.11	Right to Appoint Agent or Advisor	24
Section 9.12	Survival	24
Section 9.13	Exculpation	25
	ARTICLE X
	Amendment
Section 10.01	Amendment Without Consent of Holders	25
Section 10.02	Amendment with Consent of Holders	25
Section 10.03	Execution of Amendments	26
Section 10.04	Effect of Amendments	26
Section 10.05	Reference of Amendments	27

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	ARTICLE XI
	Miscellaneous
Section 11.01	No Waiver	27
Section 11.02	Governing Law; Submission to Jurisdiction	27
Section 11.03	Notices	27
Section 11.04	Successors and Assigns	28
Section 11.05	Counterparts	28
Section 11.06	Severability	28
Section 11.07	Expenses, Etc	28
Section 11.08	Security Interest Absolute	29
Section 11.09	Notice of Termination Event	29
Section 11.10	Incorporation by Reference	29

EXHIBITS:

EXHIBIT A –	Instruction from Stock Purchase Contract Agent to Collateral Agent (Creation of Stripped Common SPACES)
EXHIBIT B –	Instruction from Collateral Agent to Securities Intermediary (Creation of Stripped Common SPACES)
EXHIBIT C –	Instruction from Stock Purchase Contract Agent to Collateral Agent (Recreation of Normal Common SPACES)
EXHIBIT D –	Instruction from Collateral Agent to Securities Intermediary (Recreation of Normal Common SPACES)
EXHIBIT E –	Notice of Cash Settlement from Collateral Agent to Stock Purchase Contract Agent
EXHIBIT F –	Instruction to Custodial Agent Regarding Remarketing
EXHIBIT G –	Instruction to Custodial Agent Regarding Withdrawal From Remarketing

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PLEDGE AGREEMENT dated as of July 29, 2004 among Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”), JPMorgan Chase Bank, as collateral agent (in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, the “Securities Intermediary”), and BNY Midwest Trust Company, as stock purchase contract agent and as attorney-in-fact of the Holders from time to time of the Common SPACES (in such capacity, the “Stock Purchase Contract Agent”) under the Stock Purchase Contract Agreement.

RECITALS

WHEREAS, the Company and the Stock Purchase Contract Agent are parties to the Stock Purchase Contract Agreement dated as of the date hereof (as modified and supplemented and in effect from time to time, the “Stock Purchase Contract Agreement”), pursuant to which 14,600,000 Normal Common SPACES (or 16,000,000 Normal Common SPACES if the underwriter’s over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement is exercised) will be issued.

WHEREAS, each Normal Common SPACES, at issuance, consists of a unit comprised of (a) a stock purchase contract (a “Stock Purchase Contract”) pursuant to which the Holder will purchase from the Company on the Stock Purchase Date, for an amount equal to $25 (the “Stated Amount”), a number of shares of the Company’s common stock, par value $1.00 per share, (“Common Stock”), equal to the Settlement Rate and (b) a 1/40, or 2.5%, beneficial ownership interest in a STACKS.

WHEREAS, pursuant to the terms of the Stock Purchase Contract Agreement and the Stock Purchase Contracts, the Holders of the Common SPACES have irrevocably authorized the Stock Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on behalf of such Holders and to grant the pledge provided herein of the Collateral to secure the Obligations.

NOW, THEREFORE, the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

(b) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Exhibit or other subdivision;

(c) the following terms which are defined in the UCC shall have the meanings set forth therein: “Certificated Security,” “Control,” “Financial Asset,” “Entitlement Order,” “Securities Account” and “Security Entitlement”;

(d) capitalized terms used herein and not defined herein have the meanings assigned to them in the Stock Purchase Contract Agreement; and

(e) the following terms have the meanings given to them in this Section 1.01(e):

“Agreement” means this Pledge Agreement, as the same may be amended, modified or supplemented from time to time.

“Cash” means any coin or currency of the United States as at the time shall be legal tender for payment of public and private debts.

“Collateral” means the collective reference to:

1. the Collateral Account and all investment property and other financial assets from time to time credited to the Collateral Account and all security entitlements with respect thereto, including, without limitation, (A) the STACKS and security entitlements relating thereto that are a component of the Normal Common SPACES from time to time, (B) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Stripped Common SPACES in accordance with Section 5.02 hereof and (C) payments made by Holders pursuant to Section 5.05 hereof;

2. all Proceeds of any of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor); and

3. all powers and rights now owned or hereafter acquired under or with respect to the Collateral.

“Collateral Account” means the securities account of JPMorgan Chase Bank, as Collateral Agent, maintained by the Securities Intermediary and designated “JPMorgan Chase Bank, as Collateral Agent of Marshall & Ilsley Corporation, as pledgee of BNY Midwest Trust Company, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders.”

“Collateral Agent” means the Person named as the “Collateral Agent” in the first paragraph of this Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Collateral Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“Common Stock” has the meaning specified in the second paragraph of the recitals of this Agreement.

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“Company” means the Person named as the “Company” in the first paragraph of this Agreement until a successor shall have become such pursuant to the applicable provisions of the Stock Purchase Contract Agreement, and thereafter “Company” shall mean such successor.

“Custodial Agent” means the Person named as the “Custodial Agent” in the first paragraph of this Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Custodial Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“Obligations” means, with respect to each Holder, all obligations and liabilities of such Holder under such Holder’s Stock Purchase Contract, the Stock Purchase Contract Agreement and this Agreement or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest (including, without limitation, interest accruing before and after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Holder, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Company or the Collateral Agent or the Securities Intermediary that are required to be paid by the Holder pursuant to the terms of any of the foregoing agreements).

“Permitted Investments” means any one of the following, in each case maturing on the Business Day following the date of acquisition:

(1) any evidence of indebtedness with an original maturity of 365 days or less issued, or directly and fully guaranteed or insured, by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support of the timely payment thereof or such indebtedness constitutes a general obligation of it);

(2) deposits, certificates of deposit or acceptances with an original maturity of 365 days or less of any institution which is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500 million at the time of deposit (and which may include the Collateral Agent);

(3) investments with an original maturity of 365 days or less of any Person that are fully and unconditionally guaranteed by a bank referred to in clause (2);

(4) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof and backed as to timely payment by the full faith and credit of the United States of America;

(5) investments in commercial paper, other than commercial paper issued by the Company or its Affiliates, of any corporation incorporated under the laws of the United States of America or any State thereof, which commercial paper has a rating at the time of purchase at least equal to “A-1” by Standard & Poor’s Ratings Services (“S&P”) or at least equal to “P-1” by Moody’s Investors Service, Inc. (“Moody’s”); and

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(6) investments in money market funds (including, but not limited to, money market funds managed by the Collateral Agent or an affiliate of the Collateral Agent) registered under the Investment Company Act of 1940, as amended, rated in the highest applicable rating category by S&P or Moody’s.

“Pledge” means the lien and security interest created by this Agreement.

“Pledged Securities” means the Pledged STACKS and the Pledged Treasury Securities, collectively.

“Pledged STACKS” means STACKS and security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge.

“Pledged Treasury Securities” means Treasury Securities and security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge.

“Proceeds” has the meaning ascribed thereto in Section 9-102(a)(64) of the UCC and includes, without limitation, all interest, dividends, cash, instruments, securities, financial assets and other property received, receivable or otherwise distributed upon the sale (including, without limitation, the Remarketing), exchange, collection or disposition of any financial assets from time to time held in the Collateral Account.

“Reset Rate” has the meaning set forth in the Trust Agreement.

“Securities Intermediary” means the Person named as the “Securities Intermediary” in the first paragraph of this Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Securities Intermediary” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“Stated Amount” has the meaning specified in the second paragraph of the recitals of this Agreement.

“Stock Purchase Contract” has the meaning specified in the second paragraph of the recitals of this Agreement.

“Stock Purchase Contract Agent” means the Person named as the “Stock Purchase Contract Agent” in the first paragraph of this Agreement until a successor Stock Purchase Contract Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Stock Purchase Contract Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“Stock Purchase Contract Agreement” has the meaning specified in the first paragraph of the recitals of this Agreement.

“Trades” means the Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve Bank of New York pursuant to the Trades Regulations.

“Trades Regulations” means the regulations of the United States Department of the Treasury, published at 31 C.F.R. Part 357, as amended from time to time. Unless otherwise defined herein, all terms defined in the Trades Regulations are used herein as therein defined.

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“Transfer” means (i) in the case of certificated securities in registered form, delivery as provided in Section 8-301(a) of the UCC, endorsed to the transferee or in blank by an effective endorsement, (ii) in the case of Treasury Securities, registration of the transferee as the owner of such Treasury Securities on Trades and (iii) in the case of security entitlements, including, without limitation, security entitlements with respect to Treasury Securities, a securities intermediary indicating by book entry that such security entitlement has been credited to the transferee’s securities account.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of the date hereof, among the Company, as Depositor, the Property Trustee, the Delaware Trustee and the Administrative Trustees (each as named therein), and the several Holders (as defined therein).

“UCC” means the Uniform Commercial Code as in effect in the State of New York from time to time.

“Value” means, with respect to any item of Collateral on any date, as to (1) Cash, the face amount thereof, (2) STACKS, the aggregate liquidation amount thereof and (3) Treasury Securities, the aggregate principal amount thereof.

ARTICLE II

PLEDGE

Section 2.01 Pledge.

Each Holder, acting through the Stock Purchase Contract Agent as such Holder’s attorney-in-fact, and the Stock Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledges and grants to the Collateral Agent, as agent of and for the benefit of the Company, a continuing first priority security interest in and to, and a lien upon and right of set-off against, all of such Person’s right, title and interest in and to the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations. The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement.

Section 2.02 Control.

The Collateral Agent shall have control of the Collateral Account pursuant to the provisions of Article IV of this Agreement.

Section 2.03 Termination.

As to each Holder, this Agreement and the Pledge created hereby shall terminate upon the satisfaction of such Holder’s Obligations. Upon such termination, the Collateral Agent shall, except as otherwise provided herein, instruct the Securities Intermediary to Transfer such Holder’s portion of the Collateral to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

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ARTICLE III

DISTRIBUTIONS ON PLEDGED COLLATERAL

Section 3.01 Income and Distributions.

The Collateral Agent shall transfer all income and distributions received by the Collateral Agent on account of the Pledged STACKS or Permitted Investments from time to time held in the Collateral Account (ABA No. [            ], A/C No. [            ], Re: Marshall & Ilsley Corporation) to the Stock Purchase Contract Agent for distribution to the applicable Holders as provided in the Stock Purchase Contracts or Stock Purchase Contract Agreement.

Section 3.02 Payments Following Termination Event.

Following a Termination Event, the Collateral Agent shall transfer all payments of liquidation amounts or principal it receives, if any, in respect of (1) the Pledged STACKS and (2) the Pledged Treasury Securities, to the Stock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created hereby.

Section 3.03 Payments Prior to or on Stock Purchase Date.

(a) Subject to the provisions of Section 5.06, and except as provided in Section 3.03(b) and Section 3.03(c) below, if no Termination Event shall have occurred, all payments of liquidation amounts or principal received by the Securities Intermediary in respect of (1) the Pledged STACKS and (2) the Pledged Treasury Securities, shall be held and invested in Permitted Investments until the Stock Purchase Date, and transferred to the Company on the Stock Purchase Date as provided in Section 5.07 hereof. Any balance remaining in the Collateral Account shall be released from the Pledge and transferred to the Stock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments made under this Section 3.03(a) shall be invested; provided, however, that if the Company fails to deliver such instructions by 10:30 a.m. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 3.03 pursuant to any direction of the Company and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein.

(b) All payments of liquidation amounts or principal received by the Securities Intermediary in respect of (1) the STACKS and (2) the Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto shall be transferred to the Stock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests.

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(c) In the event of a Failed Remarketing (other than the Failed Remarketing with respect to the August 15, 2008 Remarketing Settlement Date), principal payments received by the Securities Intermediary in respect of the Pledged Treasury Securities shall be invested in Treasury Securities maturing on the next Applicable Remarketing Settlement Date in a principal amount equal to the aggregate stated amount of the related Stripped Common SPACES, which Treasury Securities shall be considered Pledged Treasury Securities for the purpose of this Agreement. The Collateral Agent shall remit any remaining funds, after application of principal payments received in respect of Treasury Securities to purchase new Treasury Securities, to the Stock Purchase Contract Agent who shall remit such funds to the holders of the related Stripped Common SPACES on a pro rata basis.

Section 3.04 Payments to Stock Purchase Contract Agent.

The Securities Intermediary shall use commercially reasonable efforts to deliver payments to the Stock Purchase Contract Agent hereunder to the account designated by the Stock Purchase Contract Agent for such purpose not later than 12:00 p.m. (New York City time) on the Business Day such payment is received by the Securities Intermediary; provided, however, that if such payment is required to be made on a day that is not a Business Day or after 11:00 a.m. (New York City time) on a Business Day, then the Securities Intermediary shall use commercially reasonable efforts to deliver such payment to the Stock Purchase Contract Agent no later than 10:30 a.m. (New York City time) on the next succeeding Business Day. Notwithstanding the foregoing, if the Securities Intermediary is required to deliver payments to the Stock Purchase Contract Agent on a Business Day that is in the next calendar year, then the Securities Intermediary shall use commercially reasonable efforts to deliver such payment to the Stock Purchase Contract Agent no later than 10:30 am (New York City time) on the immediately preceding Business Day.

Section 3.05 Assets Not Properly Released.

If the Stock Purchase Contract Agent or any Holder shall receive any principal payments on account of financial assets credited to the Collateral Account and not released therefrom in accordance with this Agreement, the Stock Purchase Contract Agent or such Holder shall hold the same as trustee of an express trust for the benefit of the Company and, upon receipt of an Officers’ Certificate of the Company so directing, promptly deliver the same to the Securities Intermediary for credit to the Collateral Account or to the Company for application to the Obligations of the Holders, and the Stock Purchase Contract Agent and Holders shall acquire no right, title or interest in any such payments of principal amounts so received. The Stock Purchase Contract Agent shall have no liability under this Section 3.05 unless and until it has been notified in writing that such payment was delivered to it erroneously and shall have no liability for any action taken, suffered or omitted to be taken prior to its receipt of such notice.

ARTICLE IV

CONTROL

Section 4.01 Establishment of Collateral Account.

The Securities Intermediary hereby confirms that:

(a) the Securities Intermediary has established the Collateral Account;

(b) the Collateral Account is a securities account;

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(c) subject to the terms of this Agreement, the Securities Intermediary shall identify in its records the Collateral Agent as the entitlement holder entitled to exercise the rights that comprise any financial asset credited to the Collateral Account;

(d) all property delivered to the Securities Intermediary pursuant to this Agreement or the Stock Purchase Contract Agreement, including any Permitted Investments, will be credited promptly to the Collateral Account; and

(e) all securities or other property underlying any financial assets credited to the Collateral Account shall be (i) registered in the name of the Stock Purchase Contract Agent and endorsed to the Securities Intermediary or in blank, (ii) registered in the name of the Securities Intermediary or (iii) credited to another securities account maintained in the name of the Securities Intermediary. In no case will any financial asset credited to the Collateral Account be registered in the name of the Stock Purchase Contract Agent or any Holder or specially endorsed to the Stock Purchase Contract Agent or any Holder unless such financial asset has been further endorsed to the Securities Intermediary or in blank.

Section 4.02 Treatment as Financial Assets.

Each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collateral Account shall be treated as a financial asset.

Section 4.03 Sole Control by Collateral Agent.

Except as provided in Section 6.01, at all times prior to the termination of the Pledge, the Collateral Agent shall have sole control of the Collateral Account, and the Securities Intermediary shall take instructions and directions with respect to the Collateral Account solely from the Collateral Agent. If at any time the Securities Intermediary shall receive an entitlement order issued by the Collateral Agent and relating to the Collateral Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Stock Purchase Contract Agent or any Holder or any other Person. Except as otherwise permitted under this Agreement, until termination of the Pledge, the Securities Intermediary will not comply with any entitlement orders issued by the Stock Purchase Contract Agent or any Holder.

Section 4.04 Securities Intermediary’s Location.

The Collateral Account, and the rights and obligations of the Securities Intermediary, the Collateral Agent, the Stock Purchase Contract Agent and the Holders with respect thereto, shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction.

Section 4.05 No Other Claims.

Except for the claims and interest of the Collateral Agent and of the Stock Purchase Contract Agent and the Holders in the Collateral Account, the Securities Intermediary (without having conducted any investigation) does not know of any claim to, or interest in, the Collateral Account or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral

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Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Stock Purchase Contract Agent.

Section 4.06 Investment and Release.

All proceeds of financial assets from time to time deposited in the Collateral Account shall be invested and reinvested as provided in this Agreement. At no time prior to termination of the Pledge with respect to any particular property shall such property be released from the Collateral Account except in accordance with this Agreement or upon written instructions of the Collateral Agent.

Section 4.07 Statements and Confirmations.

The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Collateral Account and any financial assets credited thereto simultaneously to each of the Stock Purchase Contract Agent and the Collateral Agent at their addresses for notices under this Agreement.

Section 4.08 Tax Allocations.

The Stock Purchase Contract Agent shall report all items of income, gain, expense and loss recognized in the Collateral Account, to the extent such reporting is required by law, to the Internal Revenue Service authorities in the manner required by law. Neither the Securities Intermediary nor the Collateral Agent shall have any tax reporting duties hereunder.

Section 4.09 No Other Agreements.

The Securities Intermediary has not entered into, and prior to the termination of the Pledge will not enter into, any agreement with any other Person relating to the Collateral Account or any financial assets credited thereto, including, without limitation, any agreement to comply with entitlement orders of any Person other than the Collateral Agent.

Section 4.10 Powers Coupled with an Interest.

The rights and powers granted in this Article IV to the Collateral Agent have been granted in order to perfect its security interests in the Collateral Account, are powers coupled with an interest and will be affected neither by the bankruptcy of the Stock Purchase Contract Agent or any Holder nor by the lapse of time. The obligations of the Securities Intermediary under this Article IV shall continue in effect until the termination of the Pledge with respect to any and all Collateral.

Section 4.11 Waiver of Lien; Waiver of Set-off.

The Securities Intermediary waives any security interest, lien or right to make deductions or set- offs that it may now have or hereafter acquire in or with respect to the Collateral Account, any financial asset credited thereto or any security entitlement in respect thereof. Neither the financial assets credited to the Collateral Account nor the security entitlements in respect thereof will be subject to deduction, set-off, banker’s lien or any other right in favor of any person other than the Company.

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ARTICLE V

INITIAL DEPOSIT; CREATION OF STRIPPED COMMON SPACES AND

RECREATION OF NORMAL COMMON SPACES

Section 5.01 Initial Deposit of STACKS.

(a) Prior to or concurrently with the execution and delivery of this Agreement, the Stock Purchase Contract Agent, on behalf of the initial Holders of the Normal Common SPACES, shall Transfer to the Securities Intermediary, for credit to the Collateral Account, the STACKS or security entitlements relating thereto, and, in the case of security entitlements, the Securities Intermediary shall indicate by book-entry that a securities entitlement to such STACKS has been credited to the Collateral Account.

(b) The Collateral Agent may, at any time or from time to time, in its sole discretion, cause any or all securities or other property underlying any financial assets credited to the Collateral Account to be registered in the name of the Securities Intermediary, the Collateral Agent or their respective nominees; provided, however, that unless any Event of Default (defined in the Trust Agreement) shall have occurred and be continuing, the Collateral Agent agrees not to cause any STACKS to be so re-registered.

Section 5.02 Creation of Stripped Common SPACES.

(a) A Holder of Normal Common SPACES shall have the right, at any time on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Applicable Remarketing Settlement Date, to create Stripped Common SPACES by substitution of Treasury Securities or security entitlements with respect thereto for the Pledged STACKS comprising a part of all or a portion of such Holder’s Normal Common SPACES, in integral multiples of 40 Normal Common SPACES by:

(i) transferring to the Stock Purchase Contract Agent, for credit to the Collateral Account, Treasury Securities or security entitlements with respect thereto having a Value equal to the aggregate liquidation amount of the Pledged STACKS to be released, accompanied by a notice, substantially in the form of Exhibit C to the Stock Purchase Contract Agreement, whereupon the Stock Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit A hereto, (A) stating that such Holder has notified the Stock Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements with respect thereto to the Collateral Agent for credit to the Collateral Account, (B) stating the Value of the Treasury Securities or security entitlements with respect thereto Transferred by such Holder and (C) requesting that the Collateral Agent release from the Pledge the Pledged STACKS that are a component of such Normal Common SPACES; and

(ii) delivering the related Normal Common SPACES to the Stock Purchase Contract Agent.

Upon receipt of such notice and confirmation that Treasury Securities or security entitlements with respect thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit B hereto, to release such Pledged STACKS from the Pledge by Transfer to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

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(b) Upon credit to the Collateral Account of Treasury Securities or security entitlements with respect thereto delivered by a Holder of Normal Common SPACES and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged STACKS from the Pledge and shall promptly Transfer the same to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

Section 5.03 Recreation of Normal Common SPACES.

(a) At any time on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Applicable Remarketing Settlement Date, a Holder of Stripped Common SPACES shall have the right to recreate Normal Common SPACES by substitution of STACKS or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 40 Stripped Common SPACES by:

(i) transferring to the Securities Intermediary, for credit to the Collateral Account, STACKS or security entitlements with respect thereto having an aggregate liquidation amount equal to the Value of the Pledged Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Stock Purchase Contract Agreement, whereupon the Stock Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, stating that such Holder has Transferred the STACKS or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Stripped Common SPACES; and

(ii) delivering the related Stripped Common SPACES to the Stock Purchase Contract Agent.

Upon receipt of such notice and confirmation that STACKS or security entitlements with respect thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by Transfer to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

(b) Upon credit to the Collateral Account of STACKS or security entitlements with respect thereto delivered by a Holder of Stripped Common SPACES and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities from the Pledge and shall promptly Transfer the same to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

Section 5.04 Termination Event.

(a) Upon receipt by the Collateral Agent of written notice from the Company or the Stock Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:

(i) any Pledged STACKS or security entitlements with respect thereto;

(ii) any Pledged Treasury Securities; and

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(iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof,

to the Stock Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby.

(b) If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged STACKS, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.04, the Stock Purchase Contract Agent shall:

(i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Stock Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged STACKS, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.04, then the Stock Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged STACKS, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.04; or

(ii) commence an action or proceeding like that described in Section 5.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Section 5.05 Cash Settlement.

(a) Upon receipt by the Collateral Agent of (1) a notice from the Stock Purchase Contract Agent promptly after the receipt by the Stock Purchase Contract Agent of a notice from a Holder of Normal Common SPACES that such Holder has elected, in accordance with the procedures specified in Section 5.02(b)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement and (2) payment by such Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Stock Purchase Date of the Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then the Collateral Agent shall instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments maturing on the Stock Purchase Date.

The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such written instructions by 10:30 a.m. (New York City time) on the day such Cash is received by the

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Collateral Agent or to be reinvested by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such Cash in the Permitted Investments described in clause (6) of the definition of Permitted Investments. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.05 pursuant to any direction of the Company and in no event shall the Collateral Agent or Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent and Securities Intermediary shall have no liability with respect to losses incurred as a result of the failure of the Company to provide timely written investment direction.

In the event of a Successful Remarketing, upon receipt of Proceeds upon the maturity of the Permitted Investments on the Stock Purchase Date, the Collateral Agent shall (A) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Date, and (B) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Stock Purchase Contract Agent for distribution to such Holder in accordance with the Stock Purchase Contract Agreement.

(b) If a Holder of Normal Common SPACES (i) fails to notify the Stock Purchase Contract Agent of its intention to make a Cash Settlement as provided in Section 5.02(b)(i) of the Stock Purchase Contract Agreement or (ii) does notify the Stock Purchase Contract Agent of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged STACKS in accordance with Section 5.02(b)(iii) of the Stock Purchase Contract Agreement.

(c) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent shall deliver to the Stock Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Normal Common SPACES and (ii) the amount of Pledged STACKS to be remarketed in the applicable Remarketing pursuant to Section 5.02(a) of the Stock Purchase Contract Agreement.

(d) In the event of a Failed Remarketing, the Collateral Agent shall (i) promptly return the Cash that it has received with respect to the Cash Settlement of Normal Common SPACES to the Stock Purchase Contract Agent for distribution to Holders who elected to effect a Cash Settlement and (ii) as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the Stock Purchase Date, deliver to the Stock Purchase Contract Agent a notice, stating (A) the amount of Cash that it has received with respect to the Cash Settlement of Normal Common SPACES and (B) the amount of Pledged STACKS in the Collateral Account.

(e) In the event of a Successful Remarketing, the Collateral Agent shall (i) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged STACKS as to which such Holder has effected a Cash Settlement pursuant to Section 5.05(a), and (ii) instruct the Securities Intermediary to Transfer all such Pledged STACKS to the Stock Purchase Contract Agent for distribution to such Holder free and clear of the Pledge created hereby.

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Section 5.06 Early Settlement and Cash Merger Early Settlement.

Upon receipt by the Collateral Agent of a notice from the Stock Purchase Contract Agent that a Holder of Common SPACES has elected to effect either (i) Early Settlement of its obligations under the Stock Purchase Contracts forming a part of such Common SPACES in accordance with the terms of the Stock Purchase Contracts and Section 5.07 of the Stock Purchase Contract Agreement or (ii) Cash Merger Early Settlement of its obligations under the Stock Purchase Contracts forming a part of such Common SPACES in accordance with the terms of the Stock Purchase Contracts and Section 5.04(b)(ii) of the Stock Purchase Contract Agreement (which notice shall set forth the number of such Stock Purchase Contracts as to which such Holder has elected to effect Early Settlement or Cash Merger Early Settlement), and that the Stock Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Purchase Price pursuant to the terms of the Stock Purchase Contracts and the Stock Purchase Contract Agreement and that all conditions to such Early Settlement or Cash Merger Early Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge, (1) Pledged STACKS in the case of a Holder of Normal Common SPACES or (2) Pledged Treasury Securities, in the case of a Holder of Stripped Common SPACES, in each case with a Value equal to the product of (x) the Stated Amount times (y) the number of Stock Purchase Contracts as to which such Holder has elected to effect Early Settlement or Cash Merger Early Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged STACKS or Pledged Treasury Securities, as the case may be, to the Stock Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. A holder of Stripped Common SPACES may settle early only in integral multiples of 40 Stripped Common SPACES, and a Holder of Normal Common SPACES may settle early only in integral multiples of 40 Normal Common SPACES.

Section 5.07 Application of Proceeds in Settlement of Stock Purchase Contracts.

(a) If a Holder of Normal Common SPACES has not elected to make an effective Cash Settlement by notifying the Stock Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Stock Purchase Contract Agreement or does notify the Stock Purchase Contract Agent as provided in paragraph 5.02(b)(i) of the Stock Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.02(b)(ii) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged STACKS.

In the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged STACKS to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Successful Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Stock Purchase Date, the Collateral Agent shall, in consultation with the Stock Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Successful Remarketing equal to the aggregate liquidation amount of such Pledged STACKS to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Stock Purchase Contracts and to remit the balance of the Proceeds from the Successful Remarketing, if any, to the Stock Purchase Contract Agent for distribution to such Holder.

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In the event of a Failed Remarketing with respect to the August 15, 2008 Remarketing Settlement Date, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged STACKS in accordance with the Company’s written instructions to satisfy in full, from any such disposition or retention, such Holders’ obligations to pay the Purchase Price for the shares of Common Stock to be issued under the Stock Purchase Contracts underlying such Normal Common SPACES. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common SPACES to which such STACKS relate.

(b) A Holder of a Stripped Common SPACES shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the related Pledged Treasury Securities. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders.

(c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate STACKS may elect to have their Separate STACKS remarketed under the Remarketing Agreement, by delivering their Separate STACKS along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. Any such notice and delivery may not be conditioned upon the level at which the Reset Rate is established in the Remarketing or any other condition. The Collateral Agent, acting as Custodial Agent, shall hold Separate STACKS in an account separate from the Collateral Account in which the Pledged Securities shall be held. Holders of Separate STACKS electing to have their Separate STACKS remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate STACKS to such Holder. After such time, such election shall become an irrevocable election to have such Separate STACKS remarketed in such Remarketing.

Promptly after 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate STACKS to be remarketed and deliver to the Remarketing Agent for remarketing all Separate STACKS delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate STACKS, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate STACKS to the Custodial Agent for distribution to the appropriate Holders.

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ARTICLE VI

VOTING RIGHTS — PLEDGED STACKS

Section 6.01 Voting Rights.

Subject to the terms of Section 4.02 of the Stock Purchase Contract Agreement, the Stock Purchase Contract Agent may exercise, or refrain from exercising, any and all voting and other consensual rights pertaining to the Pledged STACKS or any part thereof for any purpose not inconsistent with the terms of this Agreement and in accordance with the terms of the Stock Purchase Contract Agreement; provided that the Stock Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the reasonable judgment of the Stock Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Pledged STACKS; and provided further that the Stock Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Pledged STACKS, including notice of any meeting at which holders of the STACKS are entitled to vote or solicitation of consents, waivers or proxies of holders of the STACKS, the Collateral Agent shall use reasonable efforts to send promptly to the Stock Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefore from the Stock Purchase Contract Agent, execute and deliver to the Stock Purchase Contract Agent such proxies and other instruments in respect of such Pledged STACKS (in form and substance satisfactory to the Collateral Agent) as are prepared by the Company and delivered to the Stock Purchase Contract Agent with respect to the Pledged STACKS.

ARTICLE VII

RIGHTS AND REMEDIES

Section 7.01 Rights and Remedies of the Collateral Agent.

(a) In addition to the rights and remedies specified in Section 5.07 hereof or otherwise available at law or in equity, after an event of default (as specified in Section 7.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the Trades Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Pledged STACKS or the Pledged Treasury Securities in full satisfaction of the Holders’ obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement or (2) sale of the Pledged STACKS or the Pledged Treasury Securities in one or more public or private sales.

(b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Company is unable to make payments from amounts transferred or transferable to the Company on account of the principal payments of any Pledged Treasury Securities as provided in Article III hereof, in satisfaction of the Obligations of the Holder of the Common SPACES of which such applicable Pledged Treasury Securities are a part under the related Stock Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral

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Agent shall have and may exercise, with reference to such Pledged Treasury Securities any and all of the rights and remedies available to a secured party under the UCC and the Trades Regulations after default by a debtor, and as otherwise granted herein or under any other law.

(c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) the liquidation amount of the Pledged STACKS and (ii) the principal amount of the Pledged Treasury Securities, subject, in each case, to the provisions of Article III hereof, and as otherwise granted herein.

(d) The Stock Purchase Contract Agent and each Holder of Common SPACES agrees that, from time to time, upon the written request of the Collateral Agent or the Stock Purchase Contract Agent, such Holder shall execute and deliver such further documents and do such other acts and things as the Company may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Stock Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Section 7.02 Remarketing.

The Collateral Agent shall, by 11:00 a.m., New York City time, on the Business Day immediately preceding the applicable Remarketing Date, notify the Remarketing Agent of the aggregate liquidation amount of the Pledged STACKS that are to be remarketed and without any instruction from any Holder of Normal Common SPACES, present the related Pledged STACKS to the Remarketing Agent for Remarketing. In the event of a Failed Remarketing, the STACKS presented to the Remarketing Agent pursuant to this Section 7.02 for Remarketing shall be redeposited into the Collateral Account.

Section 7.03 Successful Remarketing.

In the event of a Successful Remarketing, the Collateral Agent shall, at the direction of the Company, instruct the Securities Intermediary to (i) Transfer the Pledged STACKS to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (after deducting any Remarketing Fee in accordance with the Remarketing Agreement) in the Collateral Account, (ii) apply an amount equal to the aggregate Purchase Price for the shares of Common Stock to be issued under the related Stock Purchase Contracts in full satisfaction of such Holders’ obligations to pay the Purchase Price under the related Stock Purchase Contracts, and (iii) promptly remit the remaining portion of such Proceeds to the Stock Purchase Contract Agent for payment to the Holders of Normal Common SPACES, in accordance with their respective interests and the Stock Purchase Contract Agreement. With respect to Separate STACKS, any Proceeds of such Remarketing (after deducting any Remarketing Fee in accordance with the Remarketing Agreement) attributable to the Separate STACKS will be remitted to the Custodial Agent for payment to the holders of Separate STACKS. In the event of a Failed Remarketing with respect to the August 15, 2008 Remarketing Settlement Date, the Pledged STACKS shall remain credited to the Collateral Account and Section 5.07 shall apply.

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Section 7.04 Substitutions.

Whenever a Holder has the right to substitute Treasury Securities, STACKS or security entitlements for any of them, as the case may be, for financial assets held in the Collateral Account, such substitution shall not constitute a novation of the security interest created hereby.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES; COVENANTS

Section 8.01 Representations and Warranties.

Each Holder from time to time, acting through the Stock Purchase Contract Agent as attorney-in-fact (it being understood that the Stock Purchase Contract Agent shall not be liable for any representation or warranty made by or on behalf of a Holder), hereby represents and warrants to the Collateral Agent (with respect to such Holder’s interest in the Collateral), which representations and warranties shall be deemed repeated on each day a Holder Transfers Collateral, that:

(a) such Holder has the power to grant a security interest in and lien on the Collateral;

(b) such Holder is the sole beneficial owner of the Collateral and, in the case of Collateral delivered in physical form, is the sole holder of such Collateral and is the sole beneficial owner of, or has the right to Transfer, the Collateral it Transfers to the Collateral Agent for credit to the Collateral Account, free and clear of any security interest, lien, encumbrance, call, liability to pay money or other restriction other than the security interest and lien granted under Article II hereof;

(c) upon the Transfer of the Collateral to the Collateral Agent for credit to the Collateral Account, the Collateral Agent, for the benefit of the Company, will have a valid and perfected first priority security interest therein (assuming that any central clearing operation or any securities intermediary or other entity not within the control of the Holder involved in the Transfer of the Collateral, including the Collateral Agent and the Securities Intermediary, gives the notices and takes the action required of it hereunder and under applicable law for perfection of that interest and assuming the establishment and exercise of control pursuant to Article IV hereof); and (d) the execution and performance by the Holder of its obligations under this Agreement will not result in the creation of any security interest, lien or other encumbrance on the Collateral other than the security interest and lien granted under Article II hereof or violate any provision of any existing law or regulation applicable to it or of any mortgage, charge, pledge, indenture, contract or undertaking to which it is a party or which is binding on it or any of its assets.

Section 8.02 Covenants.

The Holders from time to time, acting through the Stock Purchase Contract Agent as their attorney-in-fact (it being understood that the Stock Purchase Contract Agent shall not be liable for any covenant made by or on behalf of a Holder), hereby covenant to the Collateral Agent that for so long as the Collateral remains subject to the Pledge:

(a) neither the Stock Purchase Contract Agent nor such Holders will create or purport to create or allow to subsist any mortgage, charge, lien, pledge or any other security interest whatsoever over the Collateral or any part of it other than pursuant to this Agreement; and

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(b) neither the Stock Purchase Contract Agent nor such Holders will sell or otherwise dispose (or attempt to dispose) of the Collateral or any part of it except for the beneficial interest therein, subject to the Pledge hereunder, transferred in connection with the Transfer of the Common SPACES.

ARTICLE IX

THE COLLATERAL AGENT, THE CUSTODIAL AGENT

AND THE SECURITIES INTERMEDIARY

It is hereby agreed as follows:

Section 9.01 Appointment, Powers and Immunities.

The Collateral Agent, the Custodial Agent or the Securities Intermediary shall act as agent for the Company hereunder with such powers as are specifically vested in the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, by the terms of this Agreement. The Collateral Agent, the Custodial Agent and Securities Intermediary shall:

(a) have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall be inferred from this Agreement against the Collateral Agent, the Custodial Agent and the Securities Intermediary, nor shall the Collateral Agent, the Custodial Agent and the Securities Intermediary be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof;

(b) not be responsible for any recitals contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by it under, this Agreement, the Common SPACES or the Stock Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be), the Common SPACES, any Collateral or the Stock Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by the Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or hereunder or for the validity, perfection, enforceability, priority or, except as expressly required hereby, maintenance of any security interest created hereunder;

(c) not be required to initiate or conduct any litigation or collection proceedings hereunder (except pursuant to directions furnished under Section 9.02 hereof, subject to Section 9.08 hereof);

(d) not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith or therewith, except for its own negligence or willful misconduct; and

(e) not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

Subject to the foregoing, during the term of this Agreement, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder as determined by industry standards.

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No provision of this Agreement shall require the Collateral Agent, Custodial Agent or the Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. In no event shall the Collateral Agent, Custodial Agent or the Securities Intermediary be liable for any amount in excess of the Value of the Collateral.

Section 9.02 Instructions of the Company.

The Company shall have the right, by one or more written instruments executed and delivered to the Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement or involve the Collateral Agent in personal liability and (ii) the Collateral Agent shall be indemnified to its satisfaction as provided herein. Nothing contained in this Section 9.02 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction. None of the Collateral Agent, the Custodial Agent or the Securities Intermediary has any obligation or responsibility to file UCC financing statements.

Section 9.03 Reliance by Collateral Agent, Custodial Agent and Securities Intermediary.

Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be entitled, in the absence of bad faith, to rely conclusively upon any certification, order, judgment, opinion, notice or other written communication (including, without limitation, any thereof by e-mail or similar electronic means, telecopy, telex or facsimile) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons (without being required to determine the correctness of any fact stated therein) and consult with and conclusively rely upon advice, opinions and statements of legal counsel and other experts selected by the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be. As to any matters not expressly provided for by this Agreement, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions given by the Company in accordance with this Agreement. In the event any instructions are given (other than in writing at the time of the execution of the Agreement), whether in writing, by telecopier or otherwise, the Collateral Agent, the Custodial Agent and the Securities Intermediary are authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule [            ] hereto, and the Collateral Agent, the Custodial Agent and the Securities Intermediary may rely upon the confirmations of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Collateral Agent, the Custodial Agent and the Securities Intermediary.

It is understood that the Collateral Agent, the Custodial Agent and the Securities Intermediary in any funds transfer may rely solely upon any account numbers or similar identifying number provided by the Company to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Collateral Agent, the Custodial Agent and the Securities Intermediary may apply any of the deposited funds for any payment order it executes using any such identifying number, even where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank, or an intermediary bank, designated by the Company.

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Section 9.04 Certain Rights.

(a) Whenever in the administration of the provisions of this Agreement the Collateral Agent, the Custodial Agent or the Securities Intermediary shall deem it necessary or desirable that a matter be proved or established prior totaling or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary, be deemed to be conclusively proved and established by a certificate signed by one of the Company’s officers, and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary and such certificate, in the absence of negligence or bad faith on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary, shall be full warrant to the Collateral Agent, the Custodial Agent or the Securities Intermediary for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof.

(b) The Collateral Agent, the Custodial Agent or the Securities Intermediary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

Section 9.05 Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Collateral Agent, the Custodial Agent or the Securities Intermediary may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be the successor of the Collateral Agent, the Custodial Agent or the Securities Intermediary hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Section 9.06 Rights in Other Capacities.

The Collateral Agent, the Custodial Agent and the Securities Intermediary and their affiliates may (without having to account therefore to the Company) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Stock Purchase Contract Agent, any other Person interested herein and any Holder of Common SPACES (and any of their respective subsidiaries or affiliates) as if it were not acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, and the Collateral Agent, the Custodial Agent, the Securities Intermediary and their affiliates may accept fees and other consideration from the Stock Purchase Contract Agent and any Holder of Common SPACES without having to account for the same to the Company; provided that each of the Securities Intermediary, the Custodial Agent and the Collateral Agent covenants and agrees with the Company that it shall not accept, receive or permit there to be created in favor of itself and shall take no affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any kind in or upon the Collateral other than the lien created by the Pledge.

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Section 9.07 Non-reliance on Collateral Agent, the Custodial Agent and Securities Intermediary.

None of the Securities Intermediary, the Custodial Agent or the Collateral Agent shall be required to keep itself informed as to the performance or observance by the Stock Purchase Contract Agent or any Holder of Common SPACES of this Agreement, the Stock Purchase Contract Agreement, the Common SPACES or any other document referred to or provided for herein or therein or to inspect the properties or books of the Stock Purchase Contract Agent or any Holder of Common SPACES. None of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have any duty or responsibility to provide the Company with any credit or other information concerning the affairs, financial condition or business of the Stock Purchase Contract Agent or any Holder of Common SPACES (or any of their respective affiliates) that may come into the possession of the Collateral Agent, the Custodial Agent or the Securities Intermediary or any of their respective affiliates.

Section 9.08 Compensation and Indemnity.

The Company agrees to:

(a) pay the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time such compensation as shall be agreed in writing between the Company and the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, for all services rendered by them hereunder;

(b) indemnify and hold harmless the Collateral Agent, the Custodial Agent, the Securities Intermediary and each of their respective directors, officers, agents and employees (collectively, the “Indemnitees”), from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable fees and expenses of counsel) and taxes (other than those based upon, determined by or measured by the income of the Collateral Agent, the Custodial Agent and Securities Intermediary) (collectively, “Losses” and individually, a “Loss”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which either the Collateral Agent, the Custodial Agent or the Securities Intermediary is entitled to rely pursuant to the terms of this Agreement, provided that the Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with negligence or engaged in willful misconduct or bad faith with respect to the specific Loss against which indemnifications sought; and

(c) in addition to and not in limitation of paragraph (b)immediately above, indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against, the Indemnitees or any of them in connection with or arising out of the Collateral Agent’s, the Custodial Agent’s or the Securities Intermediary’s acceptance or performance of its powers and duties under this Agreement, provided that the Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with negligence or engaged in willful misconduct or bad faith with respect to the specific Loss against which indemnification is sought.

The provisions of this Section and Section 11.07 shall survive the resignation or removal of the Collateral Agent, Custodial Agent or Securities Intermediary and the termination of this Agreement.

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Section 9.09 Failure to Act.

In the event of any ambiguity in the provisions of this Agreement or any dispute between or conflicting claims by or among the parties hereto or any other Person with respect to any funds or property deposited hereunder, then at its sole option, each of the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be entitled, after prompt notice to the Company and the Stock Purchase Contract Agent, to refuse to comply with any and all claims, demands or instructions with respect to such property or funds so long as such dispute or conflict shall continue, and the Collateral Agent, the Custodial Agent and the Securities Intermediary shall not be or become liable in any way to any of the parties hereto for its failure or refusal to comply with such conflicting claims, demands or instructions. The Collateral Agent, the Custodial Agent and the Securities Intermediary shall be entitled to refuse to act until either:

(a) such conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Collateral Agent, the Custodial Agent or the Securities Intermediary; or

(b) the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have received security or an indemnity satisfactory to it sufficient to save it harmless from and against any and all loss, liability or reasonable out-of-pocket expense which it may incur by reason of its acting.

The Collateral Agent, the Custodial Agent and the Securities Intermediary may in addition elect to commence an interpleaded action or seek other judicial relief or orders as the Collateral Agent, the Custodial Agent or the Securities Intermediary may deem necessary. Notwithstanding anything contained herein to the contrary, none of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be required to take any action that is in its opinion contrary to law or to the terms of this Agreement, or which would in its opinion subject it or any of its officers, employees or directors to liability.

Section 9.10 Resignation of Collateral Agent, the Custodial Agent and Securities Intermediary.

Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below:

(i) the Collateral Agent, the Custodial Agent and the Securities Intermediary may resign at any time by giving notice thereof to the Company and the Stock Purchase Contract Agent as attorney-in-fact for the Holders of Common SPACES;

(ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed at any time by the Company; and

(iii) if the Collateral Agent, the Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Stock Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed by the Stock Purchase Contract Agent, acting at the direction of the Holders of Common SPACES.

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The Stock Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (iii) of this Section 9.10. Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case maybe, which shall not be an Affiliate of the Stock Purchase Contract Agent. If no successor Collateral Agent, Custodial Agent or Securities Intermediary shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s giving of notice of resignation or the Company’s or the Stock Purchase Contract Agent’s giving notice of such removal, then the retiring or removed Collateral Agent, Custodial Agent or Securities Intermediary may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary. The Collateral Agent, the Custodial Agent and the Securities Intermediary shall each be a bank or a national banking association which has an office (or an agency office) in New York City with a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action, subject to payment of any amounts then due and payable to it hereunder, to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s resignation hereunder as Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent, Custodial Agent or Securities Intermediary hereunder, at a time when such Person is acting as the Collateral Agent, Custodial Agent or Securities Intermediary, shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Collateral Agent, Securities Intermediary or Custodial Agent, as the case may be.

Section 9.11 Right to Appoint Agent or Advisor.

The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents pursuant to Section 9.11 shall be subject to prior written consent of the Company, which consent shall not be unreasonably withheld.

Section 9.12 Survival.

The provisions of this Article IX shall survive termination of this Agreement and the resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary.

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Section 9.13 Exculpation.

Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Collateral Agent, the Custodial Agent or the Securities Intermediary or their officers, directors, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Collateral Agent, the Custodial Agent or the Securities Intermediary, or any of them incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary.

ARTICLE X

AMENDMENT

Section 10.01 Amendment Without Consent of Holders.

Without the consent of any Holders, the Company, when duly authorized, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent, at any time and from time to time, may amend this Agreement, in form satisfactory to the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent, to:

(a) evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company;

(b) evidence and provide for the acceptance of appointment hereunder by a successor Collateral Agent, Custodial Agent, Securities Intermediary or Stock Purchase Contract Agent;

(c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company, provided that such covenants or such surrender do not adversely affect the validity, perfection or priority of the Pledge created hereunder;

(d) cure any ambiguity (or formal defect), correct or supplement any provisions herein which may be inconsistent with another such provisions herein; or

(e) make any other provisions with respect to such matters or questions arising under this Agreement, provided that such action shall not adversely affect the interests of the Holders in any material respect.

Section 10.02 Amendment with Consent of Holders.

With the consent of the Holders of not less than a majority of the Stock Purchase Contracts at the time outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of such Holders delivered to the Company, the Stock Purchase Contract Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, as the case may be, the Company, when duly authorized by a Board Resolution, the Stock Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Common SPACES; provided, however, that no such supplemental agreement shall, without

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the unanimous consent of the Holders of each Outstanding Common SPACES adversely affected thereby in any material respect:

(a) change the amount or type of Collateral underlying a Common SPACES (except for the rights of holders of Normal Common SPACES to substitute the Treasury Securities for the Pledged STACKS or the rights of Holders of Stripped Common SPACES to substitute STACKS, as applicable, for the Pledged Treasury Securities), impair the right of the Holder of any Common SPACES to receive distributions on the underlying Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; or

(b) otherwise effect any action that would require the consent of the Holder of each Outstanding Common SPACES affected thereby pursuant to the Stock Purchase Contract Agreement if such action were effected by a modification or amendment of the provisions of the Stock Purchase Contract Agreement; or

(c) reduce the percentage of Stock Purchase Contracts the consent of whose Holders is required for the modification or amendment of the provisions of this Agreement;

provided that if any amendment or proposal referred to above would adversely affect only the Normal Common SPACES or only the Stripped Common SPACES, then only the affected class of Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further that the unanimous consent of the Holders of each outstanding Stock Purchase Contract of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Section 10.03 Execution of Amendments.

In executing any amendment permitted by this Article, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent shall be entitled to receive and (subject to Section 7.01 of the Stock Purchase Contract Agreement with respect to the Stock Purchase Contract Agent) shall be fully authorized and protected in relying upon, an Opinion of Counsel and an officers’ certificate stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent, if any, to the execution and delivery of such amendment have been satisfied. The Collateral Agent, Custodial Agent, Securities Intermediary and Stock Purchase Contract Agent may, but shall not be obligated to, enter into any such amendment which affects their own respective rights, duties or immunities under this Agreement or otherwise.

Section 10.04 Effect of Amendments.

Upon the execution of any amendment under this Article, this Agreement shall be modified in accordance therewith, and such amendment shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered under the Stock Purchase Contract Agreement shall be bound thereby.

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Section 10.05 Reference of Amendments.

Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any amendment pursuant to this Section may, and shall if required by the Collateral Agent or the Stock Purchase Contract Agent, bear a notation in form approved by the Stock Purchase Contract Agent and the Collateral Agent as to any matter provided for in such amendment. If the Company shall so determine, new Certificates so modified as to conform, in the opinion of the Collateral Agent, the Stock Purchase Contract Agent and the Company, to any such amendment may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Stock Purchase Contract Agent in accordance with the Stock Purchase Contract Agreement in exchange for Certificates representing Outstanding Common SPACES.

ARTICLE XI

MISCELLANEOUS

Section 11.01 No Waiver.

No failure on the part of the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operates a waiver thereof; nor shall any single or partial exercise by the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 11.02 Governing Law; Submission to Jurisdiction.

This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to time of the Common SPACES, acting through the Stock Purchase Contract Agent as their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to time of the Common SPACES, acting through the Stock Purchase Contract Agent as their attorney-in-fact, irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 11.03 Notices.

All notices, requests, consents and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be give nor made in writing (including, without limitation, by telecopy) delivered to the intended recipient at the “Address For Notices” specified below its name on the signature pages hereof or, as to any party, at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by

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telecopy or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

Section 11.04 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent, and the Holders from time to time of the Common SPACES, by their acceptance of the same, shall be deemed to have agreed to be bound by the provisions hereof and to have ratified the agreements of, and the grant of the Pledge hereunder by, the Stock Purchase Contract Agent.

Section 11.05 Counterparts.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.

Section 11.06 Severability.

If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Section 11.07 Expenses, Etc.

The Company agrees to reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for:

(a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement;

(b) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Common SPACES to satisfy its obligations under the Stock Purchase Contracts forming a part of the Common SPACES and (ii) the enforcement of this Section 11.07;

(c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby;

(d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 9.11 of this Agreement; and

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(e) any other out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Section 11.08 Security Interest Absolute.

All rights of the Collateral Agent and security interests hereunder, and all obligations of the Holders from time to time hereunder, shall be absolute and unconditional irrespective of:

(a) any lack of validity or enforceability of any provision of the Stock Purchase Contracts or the Common SPACES or any other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or any other term of, or any increase in the amount of, all or any of the obligations of Holders of the Common SPACES under the related Stock Purchase Contracts, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Stock Purchase Contract Agreement or any Stock Purchase Contract or any other agreement or instrument relating thereto; or

(c) any other circumstance which might otherwise constitute a defense available to, or discharge of, a borrower, a guarantor or a pledgor.

Section 11.09 Notice of Termination Event.

Upon the occurrence of a Termination Event, the Company shall deliver written notice to the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary. Upon the written request of the Collateral Agent or the Securities Intermediary, the Company shall inform such party whether or not a Termination Event has occurred.

Section 11.10 Incorporation by Reference

In connection with its execution and performance hereunder the Stock Purchase Contract Agent is entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Stock Purchase Contract Agreement.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

MARSHALL & ILSLEY CORPORATION	BNY Midwest Trust Company, as Stock Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Common SPACES
By:	By:
Name:	Name:
Title:	Title:
Address for Notices:	Address for Notices:
Marshall & Ilsley Corporation 770 North Water Street, Milwaukee, Wisconsin 53202 Facsimile: (414) 765-7801 Attention: General Counsel	BNY Midwest Trust Company 2 N. LaSalle Street Suite 1020 Chicago, Illinois 60602 Attention: [                                ]
JPMorgan Chase Bank, as Collateral Agent, Custodial Agent and Securities Intermediary
By:
Name:
Title:
Address for Notices:
JPMorgan Chase Bank 4 New York Plaza, Floor 15 New York, New York 10004 Facsimile: (212) 623-6274 Attention: Institutional Trust Services

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EXHIBIT A

INSTRUCTION

FROM STOCK PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Creation of Stripped Common SPACES)

JPMorgan Chase Bank

4 New York Plaza, Floor 15

New York, New York 10004

Facsimile: (212) 623-6274

Attention: Institutional Trust Services

Re:              Normal Common SPACES of Marshall & Ilsley Corporation (the “COMPANY”)

The securities account of JPMorgan Chase Bank, as Collateral Agent, maintained by the Securities Intermediary and designated “JPMorgan Chase Bank, as Collateral Agent of Marshall & Ilsley Corporation, as pledgee of BNY Midwest Trust Company, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders” (the “COLLATERAL ACCOUNT”)

Please refer to the Pledge Agreement, dated as of July 29, 2004 (the “PLEDGE AGREEMENT”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common SPACES from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

We hereby notify you in accordance with Section 5.02 of the Pledge Agreement that the holder of securities named below (the “HOLDER”) has elected to substitute $             Value of Treasury Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged STACKS relating to Normal Common SPACES and has delivered to the undersigned a notice stating that the Holder has Transferred such Treasury Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Collateral Account.

We hereby request that you instruct the Securities Intermediary, upon confirmation that such Treasury Securities or security entitlements thereto have been credited to the Collateral Account, to release to the undersigned an equal Value of Pledged STACKS in accordance with Section 5.02 of the Pledge Agreement.

A-1

Date:
	BNY Midwest Trust Company, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Common SPACES
	By:
	Name:
	Title:

A-2

Please print name and address of Holder electing to substitute Treasury Securities or security entitlements with respect thereto for the Pledged STACKS:

Name	Social Security or other Taxpayer Identification Number, if any
Address

A-3

EXHIBIT B

INSTRUCTION

FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY

(Creation of Stripped Common SPACES)

JPMorgan Chase Bank

as Securities Intermediary

4 New York Plaza, Floor 15

New York, New York 10004

Facsimile: (212) 623-6274

Attention: Institutional Trust Services

Re:              Normal Common SPACES of Marshall & Ilsley Corporation (the “COMPANY”)

The securities account of JPMorgan Chase Bank, as Collateral Agent, maintained by the Securities Intermediary and designated “JPMorgan Chase Bank, as Collateral Agent of Marshall & Ilsley Corporation, as pledgee of BNY Midwest Trust Company, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders” (the “COLLATERAL ACCOUNT”)

Please refer to the Pledge Agreement, dated as of July 29, 2004 (the “PLEDGE AGREEMENT”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent and BNY Midwest Trust Company, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common SPACES from time to time. Capitalized terms used herein but not defined shall have the meanings set forth in the Pledge Agreement.

When you have confirmed that $             Value of Treasury Securities or security entitlements thereto has been credited to the Collateral Account by or for the benefit of                      , as Holder of Normal Common SPACES (the “HOLDER”), you are hereby instructed to release from the Collateral Account an equal Value of Pledged STACKS or security entitlements with respect thereto relating to Normal Common SPACES of the Holder by Transfer to the Stock Purchase Contract Agent.

B-1

Dated:
	JPMorgan Chase Bank, as
	Collateral Agent
	By:
	Name:
	Title:

B-2

Please print name and address of Holder:

Name	Social Security or other Taxpayer Identification Number, if any
Address

B-3

EXHIBIT C

INSTRUCTION

FROM STOCK PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Recreation of Normal Common SPACES)

JPMorgan Chase Bank

The Collateral Agent

4 New York Plaza, Floor 15

New York, New York 10004

Facsimile: (212) 623-6274

Attention: Institutional Trust Services

Re:              Stripped Common SPACES of Marshall & Ilsley Corporation (the “COMPANY”)

The securities account of JPMorgan Chase Bank, as Collateral Agent, maintained by the Securities Intermediary and designated “JPMorgan Chase Bank, as Collateral Agent of Marshall & Ilsley Corporation, as pledgee of BNY Midwest Trust Company, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders” (the “COLLATERAL ACCOUNT”)

Please refer to the Pledge Agreement dated as of July 29, 2004 (the “PLEDGE AGREEMENT”), among the Company, you, as Collateral Agent, as Securities Intermediary, as Custodial Agent and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Stripped Common SPACES from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

We hereby notify you in accordance with Section 5.03 of the Pledge Agreement that the holder of securities named below (the “HOLDER”) has elected to substitute $             Value of STACKS or security entitlements with respect thereto in exchange for $             an equal Value of Pledged Treasury Securities with respect to                     Stripped Common SPACES and has delivered to the undersigned a notice stating that the holder has Transferred such STACKS or security entitlements with respect thereto to the Securities Intermediary, for credit to the Collateral Account.

C-1

We hereby request that you instruct the Securities Intermediary, upon confirmation that such STACKS or security entitlements with respect thereto have been credited to the Collateral Account, to release to the undersigned $             an equal Value of Treasury Securities in accordance with Section 5.03 of the Pledge Agreement.

Dated:
	BNY Midwest Trust Company, as Stock Purchase Contract Agent
	By:
	Name:
	Title:

C-2

Please print name and address of Holder electing to substitute STACKS or security entitlements with respect thereto for Pledged Treasury Securities:

Name	Social Security or other Taxpayer Identification Number, if any
Address

C-3

EXHIBIT D

INSTRUCTION

FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY

(Recreation of Normal Common SPACES)

JPMorgan Chase Bank

as Securities Intermediary

4 New York Plaza, Floor 15

New York, New York 10004

Facsimile: (212) 623-6274

Attention: Institutional Trust Services

Re: {    } Stripped Common SPACES of Marshall & Ilsley Corporation (the “COMPANY”)

The securities account of JPMorgan Chase Bank, as Collateral Agent, maintained by the Securities Intermediary and designated “JPMorgan Chase Bank, as Collateral Agent of Marshall & Ilsley Corporation, as pledgee of BNY Midwest Trust Company, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders” (the “COLLATERAL ACCOUNT”)

Please refer to the Pledge Agreement dated as of July 29, 2004 (the “PLEDGE AGREEMENT”), among the Company, you, as Securities Intermediary, Custodial Agent and Collateral Agent and BNY Midwest Trust Company, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common SPACES from time to time. Capitalized terms used herein but not defined shall have the meanings set forth in the Pledge Agreement.

When you have confirmed that $              Value of STACKS or security entitlements with respect thereto has been credited to the Collateral Account by or for the benefit of                     , as Holder of Stripped Common SPACES (the “HOLDER”), you are hereby instructed to release from the Collateral Account an equal Value of Treasury Securities or security entitlements with respect thereto relating to Stripped Common SPACES of the Holder by Transfer to the Stock Purchase Contract Agent.

D-1

Dated:
	JPMorgan Chase Bank, as Collateral Agent
	By:
	Name:
	Title:

D-2

Please print name and address of Holder:

Name	Social Security or other Taxpayer Identification Number, if any
Address

D-3

EXHIBIT E

NOTICE OF CASH SETTLEMENT FROM COLLATERAL

AGENT TO STOCK PURCHASE CONTRACT AGENT

(Cash Settlement Amounts)

BNY Midwest Trust Company,

The Stock Purchase Contract Agent

2 N. LaSalle Street

Suite 1020

Chicago, Illinois 60602

Attention: [            ]

Re:              Normal Common SPACES of Marshall & Ilsley Corporation (the “COMPANY”)                      Stripped Common SPACES of the Company

Please refer to the Pledge Agreement dated as of July 29, 2004 (the “PLEDGE AGREEMENT”), by and among you, the Company, and the undersigned, as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein.

In accordance with Section 5.05(c) of the Pledge Agreement, we hereby notify you that as of 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding {    } (the “STOCK PURCHASE DATE”), we have received (i) $             in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Stock Purchase Date with respect to              Normal Common SPACES, and (ii) based on the funds received set forth in clause (i) above, an aggregate liquidation amount of $             of Pledged STACKS are to be tendered for purchase in the Remarketing.

E-1

Dated:
	JPMorgan Chase Bank, as Collateral Agent
	By:
	Name:
	Title:

E-2

EXHIBIT F

INSTRUCTION TO CUSTODIAL AGENT REGARDING

REMARKETING

JPMorgan Chase Bank

The Custodial Agent

4 New York Plaza, Floor 15

New York, New York 10004

Facsimile: (212) 623-6274

Attention: Institutional Trust Services

Re: STACKS of M&I Capital Trust B

The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of July 29, 2004 (the “PLEDGE AGREEMENT”), among Marshall & Ilsley Corporation (the “Company”), you, as Collateral Agent, Custodial Agent and Securities Intermediary and BNY Midwest Trust Company, as the Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common SPACES from time to time, that the undersigned elects to deliver $             aggregate liquidation amount of Separate STACKS for delivery to the Remarketing Agent on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned will, upon request of the Remarketing Agent, execute and deliver any additional documents deemed by the Remarketing Agent or by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Separate STACKS tendered hereby. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

The undersigned hereby instructs you, upon receipt of the Proceeds of such remarketing from the Remarketing Agent, to deliver such Proceeds to the undersigned in accordance with the instructions indicated herein under “A. Payment Instructions.” The undersigned hereby instructs you, in the event of a Failed Remarketing, upon receipt of the Separate STACKS tendered herewith from the Remarketing Agent, to deliver such Separate STACKS to the person(s) and the address(es) indicated herein under “B. Delivery Instructions.”

With this notice, the undersigned hereby (i) represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Separate STACKS tendered hereby and that the undersigned is the record owner of any STACKS tendered herewith in physical form or a participant in The Depository Trust Company (“DTC”) and the beneficial owner of any STACKS tendered herewith by book-entry transfer to your account at DTC, (ii) agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement and (iii) acknowledges and agrees that after 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Remarketing Date, such election shall become an irrevocable election to have such Separate STACKS remarketed in the Remarketing. In the case of a Failed Remarketing, such Separate STACKS shall be returned to the undersigned.

F-1

Dated:	By:
	Name:
	Title:
		Signature Guarantee:
Name	Social Security or other Taxpayer Identification Number, if any
Address

F-2

A. PAYMENT INSTRUCTIONS

Proceeds of the remarketing should be paid by check in the name of the person(s) set forth below and mailed to the address set forth below.

Name (s)

(Please Print)

Address

(Please Print)

(Zip Code)

(Taxpayer Identification or Social Security Number)

B. DELIVERY INSTRUCTIONS

In the event of a Failed Remarketing, STACKS that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below.

Name (s)

(Please Print)

Address

(Please Print)

(Zip Code)

F-3

(Tax Identification or Social Security Number)

In the event of a Failed Remarketing, STACKS that are in book-entry form should be credited to the account at The Depository Trust Company set forth below.

DTC Account Number

Name of Account Party:

F-4

EXHIBIT G

INSTRUCTION TO CUSTODIAL AGENT REGARDING

WITHDRAWAL FROM REMARKETING

JPMorgan Chase Bank

The Custodial Agent

4 New York Plaza, Floor 15

New York, New York 10004

Facsimile: (212) 623-6274

Attention: Institutional Trust Services

Re: STACKS of M&I Capital Trust B

The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of July 29, 2004 (the “PLEDGE AGREEMENT”), among Marshall & Ilsley Corporation and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and BNY Midwest Trust Company, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common SPACES from time to time, that the undersigned elects to withdraw the $             aggregate liquidation amount of Separate STACKS delivered to the Collateral Agent on              200     for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such STACKS to the undersigned in accordance with the undersigned’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

Dated:	By:
	Name:
	Title:
		Signature Guarantee:
Name	Social Security or other Taxpayer Identification Number, if any
Address

G-1

EX-99.6

Exhibit 6

MARSHALL & ILSLEY CORPORATION,

and

BNY MIDWEST TRUST COMPANY

First Supplemental Indenture

Dated as of July 29, 2004

Supplement to Indenture of Marshall & Ilsley Corporation

dated as of June 1, 2004

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
Section 1.1	Definition of Terms.	1
	ARTICLE II
	GENERAL TERMS AND CONDITIONS OF THE DEBENTURES
Section 2.1	Designation, Principal Amount and Authorized Denomination.	4
Section 2.2	Maturity.	4
Section 2.3	Form and Payment.	4
Section 2.4	Global Debenture.	4
Section 2.5	Interest.	6
Section 2.6	Redemption of the Debentures.	6
Section 2.7	Put Right of Holders.	6
Section 2.8	[Intentionally Omitted].	6
Section 2.9	Notice of Defaults; Amount Payable upon Acceleration.	6
Section 2.10	CUSIP Numbers.	7
Section 2.11	Security Registrar and Paying Agent.	7
Section 2.12	Company Elections in Connection with Remarketing.	7
	ARTICLE III
	EXPENSES
Section 3.1	Expenses.	8
	ARTICLE IV
	FORM OF DEBENTURE
Section 4.1	Form of Debentures.	9
	ARTICLE V
	ORIGINAL ISSUE OF DEBENTURES
Section 5.1	Original Issue of Debentures.	17
	ARTICLE VI
	SUBORDINATION
Section 6.1	Senior Debt.	17
Section 6.2	Company Election to End Subordination.	17
Section 6.3	Compliance with Federal Reserve Board Rules.	17

	ARTICLE VII
	MISCELLANEOUS
Section 7.1	Effectiveness.	18
Section 7.2	Successors and Assigns.	18
Section 7.3	Further Assurances.	18
Section 7.4	Effect of Recitals.	18
Section 7.5	Ratification of Indenture.	18
Section 7.6	Governing Law.	18
Section 7.7	Counterparts.	18

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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 29, 2004 (this “First Supplemental Indenture”), to an Indenture, dated as of June 1, 2004, between MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (the “Company”), and BNY MIDWEST TRUST COMPANY, not in its individual capacity but solely as trustee under the Indenture referred to below, an Illinois trust company (the “Trustee”).

WHEREAS, the Company and the Trustee entered into an Indenture, dated as of June 1, 2004 (“Indenture”); and

WHEREAS, Section 901 of the Indenture provides that the Indenture may be amended without the consent of any Holder (i) to change or eliminate any of the provisions of the Indenture, provided that any such change or elimination shall not apply to any Debt Security Outstanding, and (ii) to establish the form or terms of Debt Securities of any series as permitted by Sections 201 and 301; and

WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Section 102 of the Indenture to the effect that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this First Supplemental Indenture have been complied with;

WHEREAS, M&I Capital Trust B, a Delaware statutory trust (the “Trust”), has offered to the public its STACKS (the “STACKS”), representing undivided beneficial interests in the assets of the Trust, and proposes to invest the proceeds from such offering, together with the proceeds of the issuance and sale by the Trust to the Company of its Common Securities (the “Common Securities” and together with the STACKS, the “Trust Securities”), in the Debentures;

WHEREAS, the STACKS and the Debentures will be subject to Remarketing, in connection with which certain terms of the STACKS and the Debentures may be changed, all in accordance with the procedures to be set forth in a Remarketing Agreement to be entered into among the Company, the Trust (in the event the STACKS are outstanding on any Remarketing Date), the Stock Purchase Contract Agent and the Remarketing Agent; and

WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture and satisfy all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms, and to make the Debentures, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company and all acts and things necessary have been done and performed to make this First Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects:

NOW, THEREFORE, the Company and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definition of Terms.

Unless the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used in this First Supplemental Indenture unless otherwise specified herein;

(b) a term defined anywhere in this First Supplemental Indenture has the same meaning throughout;

(c) the singular includes the plural and vice versa;

(d) headings are for convenience of reference only and do not affect interpretation;

(e) the following terms have the meanings given to them in the Trust Agreement: Administrative Trustee; Delaware Trustee; Distributions; Initial Liquidation Amount; Property Trustee; Remarketing; Remarketing Agent; Remarketing Agreement; Remarketing Date; Remarketing Settlement Date; STACKS Certificate; Stock Purchase Contract Agent; Successful; and Underwriting Agreement.

(f) the following terms have the meanings given to them in this Section 1.1(f):

“Accreted Interest” means, for any Interest Period for any Debenture as of any date of determination, (i) the Accreted Principal Amount of such Debenture at the beginning of the Interest Period in which such date occurs, multiplied by (ii) the Applicable Yield for such Interest Period, multiplied by (iii) the quotient of the actual number of days elapsed from and including the first day of such Interest Period, to but excluding the date of determination divided by 360; provided that the Accreted Interest for any full Interest Period shall be calculated by reference to the actual number of days in such Interest Period divided by 360.

“Accreted Principal Amount” means, for any Debenture as of any date of determination, (i) the Original Principal Amount of such Debenture, plus (ii) the sum of the Accreted Interest (if any) for each Interest Period concluding on or prior to such date, plus (iii) the Accreted Interest for the Interest Period in which such date occurs as of the date of determination.

“Applicable Yield” means (1) prior to the Remarketing Settlement Date, 0%, (2) if a Remarketing occurs, unless the Company has elected that the Debentures will bear cash interest, from and after such Remarketing, for any Interest Period, the Reset Yield for such Interest Period and (3) if a Remarketing has occurred and the Company has elected to have the Debentures bear cash interest, 0%.

“Collateral Agent” has the meaning set forth in the Stock Purchase Contract Agreement.

“Common Securities” has the meaning set forth in the recitals hereto.

“Creditor” has the meaning set forth in Section 3.1.

“Debentures” has the meaning set forth in Section 4.1.

“Early Termination Event” means the dissolution of the Trust and the distribution of the Debentures held by the Property Trustee to the holders of the Trust Securities issued by the Trust pro rata in accordance with the Trust Agreement.

“Failed Remarketing” has the meaning set forth in the Stock Purchase Contract Agreement.

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“Global Debentures” has the meaning set forth in Section 2.4.

“Interest Period” means (1) prior to the Stock Purchase Date, the period from and including the most recent Interest Payment Date to which interest has been paid or duly made available for payment (or July 29, 2004 if no interest has been paid or been duly made available for payment) to, but excluding, the next succeeding Interest Payment Date, (2) if a Remarketing occurs, unless the Company has elected that the Debentures will bear cash interest from and after such Remarketing, the period from and including the applicable Remarketing Settlement Date to the Stated Maturity of the Debentures, and (3) if a Remarketing has occurred and the Company has elected to have the Debentures bear cash interest, the period from and including the applicable Remarketing Settlement Date or, if later, the most recent Interest Payment Date to which interest has been paid or duly made available, to but excluding the next succeeding Interest Payment Date, or, if earlier, then the Stated Maturity of the Debentures.

“Non Book-Entry STACKS” has the meaning set forth in Section 2.4.

“Normal Common SPACES” has the meaning set forth in the Stock Purchase Contract Agreement.

“Original Principal Amount” of a Debenture means the stated Original Principal Amount as set forth on the face of such Debenture.

“Over-Allotment Option” means the option granted to the underwriters pursuant to the Underwriting Agreement to purchase up to an additional 1,400,000 Units.

“Reset Rate” means the rate of interest on the Debentures, if any, set in a Remarketing in which the Company elected that the Debentures would pay interest in cash following such Remarketing (defined in the Trust Agreement as the “Reset Rate” applicable in such circumstances).

“Reset Yield” means the yield to maturity on the Debentures, if any, set in a Remarketing in which the Company did not elect that the Debentures would pay interest in cash following such Remarketing (defined in the Trust Agreement as the “Reset Rate” applicable in such circumstances).

“STACKS” has the meaning set forth in the recitals hereto.

“Stock Purchase Contract” has the meaning set forth in the Stock Purchase Contract Agreement.

“Stock Purchase Contract Agreement” means that certain agreement, dated as of July 29, 2004, between the Company and BNY Midwest Trust Company, as Stock Purchase Contract Agent.

“Stock Purchase Date” has the meaning set forth in the Stock Purchase Contract Agreement.

“Trust” has the meaning set forth in the recitals hereto.

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“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of July 29, 2004, among the Company, as Depositor, the Property Trustee, the Delaware Trustee, and the Administrative Trustees (each as named therein).

“Trust Securities” has the meaning provided in the recitals hereto.

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

Section 2.1 Designation, Principal Amount and Authorized Denomination.

There is hereby authorized a series of Securities designated the 3.90% Junior Subordinated Debentures Series 1 (the “Debentures”), limited in aggregate principal amount to $365,001,000 (or up to $400,001,000, if the Over-Allotment Option is exercised in full), which amount to be issued shall be as set forth in any written order of the Company for the authentication and delivery of Debentures pursuant to the Indenture. The denominations in which Debentures shall be issuable is $1,000 Original Principal Amount and integral multiples thereof.

Section 2.2 Maturity.

The Stated Maturity of the Debentures will be August 15, 2038, subject to change as provided in Section 2.12.

Section 2.3 Form and Payment.

Except as provided in Section 2.4, the Debentures shall be issued in fully registered definitive form without interest coupons. Principal of and interest on the Debentures issued in definitive form will be payable, the transfer of such Debentures will be registrable and such Debentures will be exchangeable for Debentures bearing identical terms and provisions at the office or agency of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Holder at such address as shall appear in the Register or by wire transfer in immediately available funds to the bank account number of the Holder specified in writing by the Holder and entered in the Register by the Registrar. Notwithstanding the foregoing, so long as the Holder of any Debenture is the Property Trustee, the payment of the principal of and interest (including expenses and taxes of the Trust set forth in Section 3.1 hereof, if any) on such Debentures held by the Property Trustee will be made at such place and to such account as may be designated in writing by the Property Trustee.

Section 2.4 Global Debenture.

(a) The Depository Trust Company shall serve as the initial Depositary for the Debentures.

(b) The Debentures shall be issued initially in fully registered form in the name of the Property Trustee, in its capacity as such. In connection with an Early Termination Event,

(i) the Debentures in definitive form may be presented to the Trustee by the Property Trustee for exchange for one or more global Debentures in an aggregate Original Principal Amount equal to the aggregate Original Principal Amount of all outstanding Debentures (a “Global Debenture”), to be registered in the name of the Depositary, or its nominee, and delivered by the Property Trustee to the Depositary for crediting to the accounts of its participants

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pursuant to the instructions of the Administrative Trustees. The Company upon any such presentation shall execute one or more Global Debentures in such aggregate Original Principal Amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture. The Trustee, upon receipt of such Global Debentures, together with an Officers’ Certificate requesting authentication, will authenticate such Global Debentures. Payments on the Debentures issued as Global Debentures will be made to the Depositary; and

(ii) if any STACKS are held in non book-entry definitive form, the Debentures in certificated form may be presented to the Trustee by the Property Trustee and any STACKS Certificate which represents STACKS other than STACKS held by the Depositary or its nominee (“Non Book-Entry STACKS”) will be deemed to represent beneficial interests in the Debentures presented to the Trustee by the Property Trustee having an aggregate Original Principal Amount equal to the aggregate Initial Liquidation Amount of the Non Book-Entry STACKS until such STACKS Certificates are presented to the Property Trustee for transfer or reissuance, at which time such STACKS Certificates will be cancelled and a Debenture, registered in the name of the Holder of the STACKS Certificate or the transferee of the Holder of such STACKS Certificate, as the case may be, with an aggregate Original Principal Amount equal to the aggregate Initial Liquidation Amount of the STACKS Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture to such Holder. The Trustee, upon receipt of such Debenture together with an Officers’ Certificate requesting authentication, shall authenticate such Debenture. On issue of such Debentures, Debentures with an equivalent aggregate Original Principal Amount that were presented by the Property Trustee to the Trustee will be deemed to have been cancelled.

(c) Unless and until it is exchanged for the Debentures in definitive form, a Global Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.

(d) If after Global Debentures are issued (a) at any time the Depositary for Global Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such Global Debentures or if at any time the Depositary for such Global Debentures shall no longer be a clearing agency registered or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, and a successor Depositary for such Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (b) the Company determines in its sole discretion that the Debentures shall no longer be represented by one or more Global Debentures and delivers to the Trustee an Officer’s Certificate evidencing such determination, then the Company will execute and the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of like tenor in definitive registered form, in authorized denominations, and in aggregate Original Principal Amount equal to the Original Principal Amount of the Global Debentures in exchange for such Global Debentures. Upon the exchange of Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debentures shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for Global Debentures pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered.

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Section 2.5 Interest.

(a) Each Debenture will bear interest and, following the Remarketing Settlement Date, interest or Accreted Interest, as applicable, all as provided in the form of Debentures set forth in Section 4.1 hereof.

(b) The Company shall have the right to defer the payment of cash interest on the Debentures, as provided in Section 313 of the Indenture, for one or more Extension Periods of not longer than five years each. The Company shall give the Trustee notice of its election to begin any such Extension Period at least five Business Days prior to the earlier of (i) the next succeeding date on which Distributions on the STACKS would be payable but for such deferral, and (ii) the date on which the Property Trustee is required to give notice to holders of the STACKS of the record date or the date such Distributions are payable, but in any event not less than five business days prior to such record date.

(c) The Debentures are not entitled to any sinking fund payments.

Section 2.6 Redemption of the Debentures.

(a) The Debentures shall not be subject to the right of redemption specified in Section 1108 of the Indenture.

(b) If in connection with the Remarketing the Debentures become redeemable at the option of the Company, any such redemption shall be effected in accordance with Article XI of the Indenture.

Section 2.7 Put Right of Holders.

If a there has not been a Successful Remarketing prior to August 15, 2008, each Holder of Debentures will have the right to require the Company to purchase all or a portion of its Debentures on such date as described below. Such right will be exercisable only upon delivery of notice to the Trustee (i) for as long as the Debentures are held by the Property Trustee, on or prior to 11:00 A.M., New York City time, on the Business Day immediately prior to August 15, 2008, or (ii) in all other cases, on or prior to 11:00 A.M., New York City time on the second Business Day prior to August 15, 2008. The Company shall purchase such Debentures at a Repayment Price consisting of cash in an amount equal to 100% of the Accreted Principal Amount thereof as of such date, plus a note of the Company, bearing interest at the rate of 3.90% per annum, in the amount of the accrued and unpaid interest (including Additional Interest), if any, to, but excluding such date and payable on August 15, 2009 or, if August 15, 2008 is during an Extension Period and such Extension Period ends after August 15, 2009, the fifth anniversary of the first day of such Extension Period. Settlement of such purchase shall be effected on August 15, 2008. Subject to the foregoing, any such purchase by the Company shall be effected in accordance with Article XIII of the Indenture.

Section 2.8 [Intentionally Omitted].

Section 2.9 Notice of Defaults; Amount Payable upon Acceleration.

(a) The Trustee shall provide to the Holders of the STACKS such notices as it shall from time to time provide under Section 602 of the Indenture.

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(b) Upon declaration of acceleration of the Maturity of the Debentures pursuant to Section 502 of the Indenture, the Accreted Principal Amount of and all accrued but unpaid interest on all Debentures shall become due and payable immediately.

Section 2.10 CUSIP Numbers.

The Company may from time to time obtain CUSIP numbers for the Debentures and, if so, the Trustee shall use CUSIP numbers in notices as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Debentures or as contained in any notice and that reliance may be placed only the other identification numbers printed on the Debentures, and no action shall be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the CUSIP numbers.

Section 2.11 Security Registrar and Paying Agent.

The Company initially appoints the Trustee as the Security Registrar and Paying Agent for the Debentures.

Section 2.12 Company Elections in Connection with Remarketing.

In connection with Remarketings, the Company shall have the right hereunder to change certain terms of the Debentures as provided below in this Section 2.12. By not later than the 30th day prior to each Remarketing Date, the Company will specify the following information or elections in a notice to the Remarketing Agent, the Property Trustee, the Trustee and Stock Purchase Contract Agent (paragraph (a) through (e) applying only if the Remarketing is Successful and paragraph (f) applying only if the related Remarketing Settlement Date is August 15, 2008 and the Remarketing is a Failed Remarketing):

(a) whether from and after the Remarketing Settlement Date the Debentures will pay interest in cash (it being understood and agreed that, unless the Depositor affirmatively elects to cause the Debentures to pay interest in cash from and after the Remarketing Settlement Date, interest will not be paid in cash but, instead, will accrete as provided in the Debentures;

(b) whether the Stated Maturity of the Debentures will remain at August 15, 2038 or will be changed to an earlier date (specifying such date if applicable); provided, however, that the Stated Maturity of the Debentures may not be changed to a date earlier than the second anniversary of the Stock Purchase Date or, if the Remarketing Settlement Date occurs during an Extension Period, the fifth anniversary of the first day of such Extension Period;

(c) whether the Debentures will be redeemable at the Company’s option on a day prior to the Stated Maturity of the Debentures and, if so, the date on and after which the Debentures may be so redeemed; provided, however, that an early redemption date may not be a date earlier than the second anniversary of the Stock Purchase Date or, if the Remarketing Settlement Date occurs during an Extension Period, the fifth anniversary of the first day of such Extension Period;

(d) whether the Company elects, in connection with the Remarketing, to add any additional financial covenants to the Indenture, including the form of supplemental indenture proposed to be entered into in order to give effect to any such additional financial covenants;

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(e) whether in connection with such Remarketing the Company is exercising its right under Section 6.2 of this First Supplemental Indenture to cause the subordination provisions in the Indenture applicable to the Debentures to no longer be of force and effect from and after the then current Remarketing Settlement Date; and if so, whether it also elects that the Debentures shall no longer be subject to the interest deferral provisions of Section 313 of the Indenture; and

(f) if the Remarketing Settlement Date is August 15, 2008 and if the related Remarketing is a Failed Remarketing:

(i) whether the Stated Maturity of the Debentures will remain at August 15, 2038 or will be changed to an earlier date (specifying such date if applicable); and

(ii) whether the Debentures will be redeemable at the Company’s option on a date prior to the Stated Maturity of the Debentures and, if so, the date on and after which the Debentures may be so redeemed;

provided, however, any changed Stated Maturity of the Debentures determined pursuant to clause (i) or early redemption date determined pursuant to clause (ii) may not be a date earlier than the second anniversary of the Stock Purchase Date or, if August 15, 2008 occurs during an Extension Period, the fifth anniversary of the first day of such Extension Period.

Prior to an Early Termination Event, any such elections made by the Company as Depositor pursuant to the Trust Agreement shall, upon successful completion of a Remarketing, automatically apply and come into effect in respect of the Debentures. In the event of an Early Termination Event, the provisions of Article X of the Trust Agreement shall be deemed thereafter to apply, mutatis mutandis, to any Remarketing of the Debentures, and the Company and the Trustee shall promptly enter into a supplemental indenture, in form reasonably satisfactory to the Trustee, making provision for remarketing and reset mechanics, including notices in respect thereof, on the basis set forth in such Article X.

ARTICLE III

EXPENSES

Section 3.1 Expenses.

In connection with the offering, sale and issuance of the Debentures to the Property Trustee and in connection with the sale of the STACKS by the Trust, the Company, in its capacity as borrower with respect to the Debentures, shall:

(a) pay all costs and expenses relating to the offering, sale and issuance of the Debentures, including commissions to the underwriters payable pursuant to the Underwriting Agreement and compensation of the Trustee under this Indenture in accordance with the provisions of this Indenture; and

(b) be responsible for and shall pay all debts and obligations and all costs and expenses of the Trust (including, but not limited to, costs and expenses relating to the organization, maintenance and dissolution of the Trust), the offering, sale and issuance of the STACKS (including commissions to the underwriters in connection therewith), the fees and expenses (including reasonable counsel fees and expenses) of the Property Trustee, the Delaware Trustee and the Administrative Trustees, the costs and expenses relating to the operation of the Trust, including, without limitation, costs and expenses of accountants, attorneys, statistical or bookkeeping services, expenses for printing and engraving and

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computing or accounting equipment, paying agent(s), registrar(s), transfer agent(s), duplicating, travel and telephone and other telecommunications expenses and costs and expenses incurred in connection with the acquisition, financing, and disposition of Trust assets and the enforcement by the Property Trustee of the rights of the Holders of the Debentures.

The Company’s obligations under this Section 3.1 shall be for the benefit of, and shall be enforceable by, any person to whom such debts, obligations and costs are owed (a “Creditor”) whether or not such Creditor has received notice hereof. Any such Creditor may enforce the Company’s obligations under this Section 3.1 directly against the Company and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Trust or any other Person before proceeding against the Company. The Company agrees to execute such additional agreements as may be necessary or desirable in order to give full effect to the provisions of this Section 3.1.

ARTICLE IV

FORM OF DEBENTURE

Section 4.1 Form of Debentures.

The Debentures and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms:

[IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances.

Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]

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No.	Original Principal Amount: $
Issue Date:  July 29, 2004	CUSIP No.

MARSHALL & ILSLEY CORPORATION

3.90% JUNIOR SUBORDINATED DEBENTURE DUE 2038

MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to) for value received, hereby promises to pay to BNY MIDWEST TRUST COMPANY, AS PROPERTY TRUSTEE, the Accreted Principal Amount (as defined in the Indenture referred to on the reverse hereof) on August 15, 2038 or such earlier date as may be specified by the Company following a Remarketing (as defined in the Indenture) (such date is hereinafter referred to as the “Stated Maturity Date”). This Debenture shall bear interest and Accreted Interest (as defined in the Indenture) as specified on the reverse hereof and in the Indenture.

This Debenture shall not be entitled to any benefit under the within mentioned Indenture, be valid or become obligatory for any purpose, until the Certificate of Authentication hereon shall have been executed by the Trustee.

The provisions of this Debenture are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated:

MARSHALL & ILSLEY CORPORATION

By:

Name:

Title:

Attest

By:

Name:

Title:

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CERTIFICATE OF AUTHENTICATION

This is one of the Debentures of the series designated therein referred to in the within-mentioned Indenture.

Dated:

BNY MIDWEST TRUST COMPANY, as Trustee
By:
	Authorized Signatory

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(FORM OF REVERSE OF DEBENTURE)

This Debenture is one of a duly authorized series of the debentures of the Company (the “Debentures”), all issued or to be issued in one or more series under and pursuant to an Indenture, dated as of June 1, 2004 (the “Original Indenture”), between the Company and BNY Midwest Trust Company (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of July 29, 2004 between the Company and the Trustee (the “First Supplemental Indenture”, and together with the Original Indenture, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures. By the terms of the Indenture, the Debentures are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture.

This Debenture will bear interest from July 29, 2004 or from the most recent date to which interest has been paid or duly provided for, at the rate per annum equal to 3.90%, subject to reset as set forth below. Subject to the Company’s right to defer interest payments as provided in the Indenture, such interest shall be payable, (1) prior to the Stock Purchase Date, quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an “Interest Payment Date”), commencing November 15, 2004, and (2) after the Stock Purchase Date, if the Debentures continue to bear cash interest, semi-annually in arrears on the Interest Payment Dates following six months and twelve months after the Stock Purchase Date and thereafter on the respective anniversaries thereof. Interest on this Debenture shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Interest payable on this Debenture on any Interest Payment Date will include interest for the immediately preceding Interest Period. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debenture) is registered at the close of business on the Regular Record date for such interest payment, which shall be the first day of the month in which such interest payment is due. Any interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant Regular Record Date by virtue of having been such Holder, and may be paid to the Person in whose name this Debenture (or one or More Predecessor Debenture ) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, noticed whereof shall be given to the Holders of Debenture not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

From and after the Stock Purchase Date, the Company will no longer be required to pay cash interest unless the Company elects prior to the Remarketing that following the Remarketing the Debentures will bear cash interest pursuant to the Indenture. The Original Principal Amount of this Debenture shall accrete daily at the Applicable Yield for each Interest Period, which shall be 0% during any period for which the Company has elected pursuant to the Indenture that the Debentures will bear cash interest.

If the Accreted Principal Amount hereof or any portion of such Accreted Principal Amount is not paid when due (whether upon acceleration, upon the date set for payment of the Redemption Price or upon the Stated Maturity of this Debenture) or if interest due hereon (or any portion of such interest), is not paid when due, then in each such case the overdue amount shall, to the extent permitted by law, bear interest at the rate then borne by this Debenture or, if any overdue amount exists on or after the Repurchase Settlement Date, at the Applicable Yield or Reset Yield or Reset Rate, if any, of this

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Debenture for the applicable Interest Period, compounded at the end of such Interest Period, which interest shall accrue from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable as set for the in the Indenture.

Subject to the terms and conditions of the Indenture, the Company will make payments in respect of Redemption Price and at Stated Maturity of the Debentures to Holders who surrender Debentures to a Paying Agent to collect such payments in respect of the Debentures; provided that if any Redemption Date is an Interest Payment Date, accrued and unpaid interest shall be paid to the Holder of record as of the applicable Regular Record Date. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable in such money; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest on all Global Debentures. If any Interest Payment Date (other than an Interest Payment Date coinciding with the Stated Maturity or earlier Redemption Date) falls on a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day and no interest on such payment will accrue for the period from and after the Interest Payment Date to such next succeeding Business Day. If the Stated Maturity or Redemption Date of this Debenture would fall on a day that is not a Business Day, the required payment of interest, if any, and principal will be made on the next succeeding Business Day and no interest on such payment will accrue and no principal will accrete for the period from and after the Stated Maturity or Redemption Date to such next succeeding Business Day.

No sinking fund is provided for the Debentures. Prior to August 15, 2007, the Debentures shall not be redeemable at the option of the Company. If the Company so specifies in connection with the Remarketing, the Debentures shall be redeemable on and after the date so specified by the Company for cash as a whole, or from time to time in part, at the option of the Company at a Redemption Price equal to 100% of the Accreted Principal Amount of the Debentures, plus accrued and unpaid interest to, but excluding, the Redemption Date.

If the Company redeems less than all of the outstanding Debentures, the Trustee will select the Debentures to be redeemed (i) by lot; (ii) pro rata; or (iii) by another method the Trustee considers fair and appropriate. The Company may not redeem less than all of the outstanding Debentures if the Accreted Principal Amount has been accelerated and such acceleration has not been rescinded.

Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Debentures to be redeemed at the Holder’s registered address. If money sufficient to pay the Redemption Price of all Debentures (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the Redemption Date, immediately after such Redemption Date interest shall cease to accrue and principal will cease to accrete on such Debentures or portions thereof. Debentures in denominations larger than $1,000 Original Principal Amount may be redeemed in part but only in integral multiples of $1,000.

If a Remarketing occurs, then the Debentures shall be remarketed and the Reset Yield or Reset Rate, as the case may be, shall be established as set forth in the Indenture.

If there has not been a Successful Remarketing prior to August 15, 2008, each Holder of Debentures will have the right to require the Company to purchase all or a portion of its Debentures on such date, as set forth in the Indenture. The Company shall purchase such Debentures at a Repayment Price consisting of cash in an amount equal to 100% of the Accreted Principal Amount thereof as of such date, plus a note of the Company, bearing interest at the rate of 3.90% per annum, in the amount of the

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accrued and unpaid interest (including Additional Interest), if any, to, but excluding such date and payable on August 15, 2009 or, if August 15, 2008 is during an Extension Period and such Extension Period ends after August 15, 2009, the fifth anniversary of the first day of such Extension Period.

In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the Accreted Principal Amount of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Debentures; provided, however, that, among other things, no such supplemental indenture shall (i) reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon without the consent of the Holder of each Debenture so affected, or (ii) reduce the aforesaid percentage of Debentures, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Debentures of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Debentures of such series, to waive a default or Event of Default with respect to such series, and its consequences, except a default or Event of Default in the payment of the principal of or interest on any of the Debentures of such series or a default in respect of a provision that under Article Nine of the Indenture cannot be amended without the consent of each holder affected thereby. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange for or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture.

No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the time and place and at the rate and in the money herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered Holder hereof on the Security Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Trustee in The City of New York and State of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and the Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.

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No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

The Indenture imposes certain limitations on the ability of the Company to, among other things, merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets. All such covenants and limitations are subject to a number of important qualifications and exceptions. The Company must report periodically to the Trustee on compliance with the covenants in the Indenture.

The Debentures of this series are issuable only in registered form without coupons, in denominations of $1000 Original Principal Amount and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the Holder surrendering the same.

All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

This Debenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws.

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Debenture to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

agent to transfer this Debenture on the books of the Security Registrar. The agent may substitute another to act for him or her.

Dated:	Signature:
	Signature Guarantee:

(Sign exactly as your name appears on the other side of this Debenture)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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ARTICLE V

ORIGINAL ISSUE OF DEBENTURES

Section 5.1 Original Issue of Debentures.

Debentures in the aggregate principal amount of $365,001,000 (or up to $400,001,000, if the Over-Allotment Option is exercised) may, upon execution of this First Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Debentures in accordance with a Company Order. The Issue Date of the Debentures shall be deemed to be July 29, 2004.

ARTICLE VI

SUBORDINATION

Section 6.1 Senior Debt.

For purposes of the Debentures, and application of Article XVIII of the Indenture to the Debentures, “Senior Debt” means any obligation of the Company to its creditors, whether now outstanding or subsequently incurred, other than any obligation as to which, in the instrument creating or evidencing the obligation or pursuant to which the obligation is outstanding, it is provided that such obligation is not senior debt, but does not include (i) trade accounts payable and accrued liabilities arising in the ordinary course of business (ii) the Debt Securities of any other series issued under the Indenture (except if such Securities are not subject to Article XVIII of the Indenture) and the Trust Related Securities, (iii) any junior subordinated debt securities issued in the future with subordination terms substantially similar to those of the Debentures or (iv) the Company’s 7.65% Junior Subordinated Deferrable Interest Debentures due 2026.

Section 6.2 Company Election to End Subordination.

The Company may elect, at any time effective on or after the Stock Purchase Date, including in connection with a Remarketing, that its obligations under the Debentures shall be senior obligations instead of subordinated obligations, in which case the provisions of Article XVIII of the Indenture and, if the Company so elects, Section 313 of the Indenture, shall thereafter no longer apply to the Debentures. The Company shall give the Trustee notice of any such election not later than the effective time, and shall promptly issue a press release through Bloomberg Business News or other reasonable means of distribution.

Section 6.3 Compliance with Federal Reserve Board Rules.

The Company shall not incur any additional indebtedness for borrowed money that ranks pari passu with or junior to the Debentures (if then subject to Article XVIII), except in compliance with applicable regulation and guidelines of the Federal Reserve Board.

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ARTICLE VII

MISCELLANEOUS

Section 7.1 Effectiveness.

This First Supplemental Indenture will become effective upon its execution and delivery.

Section 7.2 Successors and Assigns.

All of the covenants, promises, stipulations and agreements of the Company contained in the Indenture, as supplemented and amended by this First Supplemental Indenture, will bind the Company and its successors and assigns and will inure to the benefit of the Trustee and its successors and assigns.

Section 7.3 Further Assurances.

The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions, which the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture, as supplemented and amended by this First Supplemental Indenture.

Section 7.4 Effect of Recitals.

The recitals in this First Supplemental Indenture are made by the Company and not by the Trustee, and the Trustee shall be responsible for the validity or sufficiency hereof.

Section 7.5 Ratification of Indenture.

The Indenture as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 7.6 Governing Law.

THIS FIRST SUPPLEMENTAL INDENTURE AND EACH SERIES SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

Section 7.7 Counterparts.

This First Supplemental Indenture may be executed in any number of separate counterparts each of which shall be an original; but such separate counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, on the date or dates indicated in the acknowledgments and as of the day and year first above written.

MARSHALL & ILSLEY CORPORATION

By:

Name:

Title:

BNY MIDWEST TRUST COMPANY,

as Trustee

By:

Name:

Title:

STATE OF WISCONSIN	)
	)SS.
COUNTY OF MILWAUKEE	)

On the              day of July, 2004 before me personally came [Donald H. Wilson] to me known, who, being duly sworn, did depose and say that he resides at Milwaukee, Wisconsin; that he is [Senior Vice President and Corporate Treasurer] of Marshall & Ilsley Corporation, a corporation described in and which executed the above instrument; that he knows the seal of said corporation; that it was so affixed pursuant to the authority of the Board of Director of said corporation; and that he signed his name thereto pursuant to like authority.

Notary

[Notary Seal]

STATE OF ILLINOIS	)
	)SS.
COUNTY OF COOK	)

On the              day of July, 2004 before me personally came [Roxane Ellwanger] to me known, who, being duly sworn, did depose and say that she resides at Cook County, Illinois; that she is [Assistant Vice President] of BNY Midwest Trust Company, and Illinois trust company, described in and which executed the above instrument; and that she signed her name thereto pursuant to like authority.

Notary

[Notary Seal]

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EX-99.9

Exhibit 9

AMENDED AND RESTATED TRUST AGREEMENT

among

MARSHALL & ILSLEY CORPORATION,

as Depositor,

BNY MIDWEST TRUST COMPANY,

as Property Trustee,

THE BANK OF NEW YORK (DELAWARE),

as Delaware Trustee,

the Administrative Trustees (as named herein),

and the several Holders of the Trust Securities

Dated as of July 29, 2004

of

M&I CAPITAL TRUST B

MARSHALL & ILSLEY CORPORATION

Reconciliation and tie between Trust Indenture Act of 1939 and Amended and Restated

Trust Agreement dated as of July 29, 2004

Trust Indenture Act Section	Trust Agreement Section
§ 310(a)(1)	8.7
(a)(2)	8.7
(a)(3)	8.9
(a)(4)	2.7(a)(ii)
(b)	8.8
(c)	Not applicable
§ 311(a)	8.13
(b)	8.13
§ 312(a)	5.7
(b)	5.7
(c)	5.7
§ 313(a)	8.15(a), 8.15(b)
(b)	8.15(b)
(c)	12.8
(d)	8.15(c)
§ 314(a)	8.16
(b)	Not applicable
(c)(1)	8.17
(c)(2)	8.17
(c)(3)	Not applicable
(d)	Not applicable
(e)	1.1, 8.17
§ 315(a)	8.1(a), 8.3(a)
(b)	8.2, 12.8
(c)	8.1(d)
(d)	8.1(e), 8.3
(e)	Not applicable
§ 316(a)	Not applicable
(a)(1)(A)	Not applicable
(a)(1)(B)	5.14
(a)(2)	Not applicable
(b)	5.14
(c)	6.7
§ 317(a)(1)	Not applicable
(a)(2)	Not applicable
(b)	5.9
§ 318(a)	12.10
(b)	12.10
(c)	12.10

Note: This reconciliation and tie shall not, for any purpose be deemed to be part of the Amended and Restated Trust Agreement.

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TABLE OF CONTENTS

			Page
		ARTICLE I
Defined Terms			1
	Section 1.1	Definitions.	1
		ARTICLE II
Continuation Of The Issuer Trust			12
	Section 2.1	Name.	12
	Section 2.2	Office of the Delaware Trustee; Principal Place of Business.	12
	Section 2.3	Initial Contribution of Trust Property; Organizational Expenses.	12
	Section 2.4	Issuance of the STACKS.	13
	Section 2.5	Issuance of the Common Securities; Subscription and Purchase Debentures.	13
	Section 2.6	Declaration of Trust.	14
	Section 2.7	Authorization to Enter into Certain Transactions.	14
	Section 2.8	Assets of Trust.	18
	Section 2.9	Title to Trust Property.	18
		ARTICLE III
Payment Account			18
	Section 3.1	Payment Account.	18
		ARTICLE IV
Distributions; Redemption			18
	Section 4.1	Distributions.	18
	Section 4.2	Redemption.	20
	Section 4.3	Subordination of Common Securities.	21
	Section 4.4	Payment Procedures.	22
	Section 4.5	Tax Returns and Reports.	22
	Section 4.6	Payment of Expenses of the Issuer Trust.	23
	Section 4.7	Payments under Indenture or Pursuant to Direct Actions.	23
		ARTICLE V
Trust Securities Certificates			23
	Section 5.1	Initial Ownership.	23
	Section 5.2	The Trust Securities Certificates.	23
	Section 5.3	Execution and Delivery of Trust Securities Certificates.	24
	Section 5.4	Registration of Transfer and Exchange of STACKS Certificates.	24
	Section 5.5	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.	25
	Section 5.6	Persons Deemed Holders.	25
	Section 5.7	Access to List of Holders’ Names and Addresses.	25
	Section 5.8	Maintenance of Office Agency.	25

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	Section 5.9	Appointment of Paying Agent.	25
	Section 5.10	Ownership of Common Securities by Depositor.	26
	Section 5.11	Book-Entry STACKS Certificates; Common Securities Certificate.	26
	Section 5.12	Notices to Clearing Agency.	27
	Section 5.13	Definitive STACKS Certificates.	27
	Section 5.14	Rights of Holders; Waivers of Past Defaults.	28
	Section 5.15	CUSIP Numbers.	30
		ARTICLE VI
Acts Of Holders; Meetings; Voting			30
	Section 6.1	Limitations on Voting Rights.	30
	Section 6.2	Notice of Meetings.	31
	Section 6.3	Meetings of Holders of the STACKS.	31
	Section 6.4	Voting Rights.	32
	Section 6.5	Proxies, etc.	32
	Section 6.6	Holder Action by Written Consent.	32
	Section 6.7	Record Date for Voting and Other Purposes.	32
	Section 6.8	Acts of Holders.	32
	Section 6.9	Inspection of Records.	33
		ARTICLE VII
Representations and Warranties			34
	Section 7.1	Representations and Warranties of the Property Trustee and the Delaware Trustee.	34
	Section 7.2	Representations and Warranties of Depositor.	35
		ARTICLE VIII
The Issuer Trustees			35
	Section 8.1	Certain Duties and Responsibilities.	35
	Section 8.2	Certain Notices.	38
	Section 8.3	Certain Rights of Property Trustee.	38
	Section 8.4	Not Responsible for Recitals or Issuance of Securities.	40
	Section 8.5	May Hold Securities.	40
	Section 8.6	Compensation; Indemnity; Fees.	40
	Section 8.7	Corporate Property Trustee Required; Eligibility of Issuer Trustees and Administrative Trustees.	41
	Section 8.8	Conflicting Interests.	42
	Section 8.9	Co-Trustees and Separate Trustee.	42
	Section 8.10	Resignation and Removal; Appointment of Successor.	43
	Section 8.11	Acceptance of Appointment by Successor.	44
	Section 8.12	Merger, Conversion, Consolidation or Succession to Business.	45
	Section 8.13	Preferential Collection of Claims Against Depositor or Issuer Trust.	45
	Section 8.14	Trustee May File Proofs of Claim.	45
	Section 8.15	Reports by Property Trustee.	46
	Section 8.16	Reports to the Property Trustee.	46
	Section 8.17	Evidence of Compliance with Conditions Precedent.	47
	Section 8.18	Number of Issuer Trustees.	47
	Section 8.19	Delegation of Power.	47

		ARTICLE IX
Dissolution, Liquidation and Merger			47
	Section 9.1	Dissolution Upon Expiration Date.	47
	Section 9.2	Early Dissolution.	47
	Section 9.3	Dissolution.	48
	Section 9.4	Liquidation.	48
	Section 9.5	Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust.	49
		ARTICLE X
Remarketing and Reset Rate Mechanics			50
	Section 10.1	Obligation to Conduct Remarketing and Related Requirements.	50
	Section 10.2	Depositor Decisions in Connection With Remarketing.	52
	Section 10.3	Reset of Distribution Rate in Connection with Remarketings and Related Changes in Terms.	53
	Section 10.4	Remarketing Procedures.	55
	Section 10.5	Put Right.	57
	Section 10.6	Common Securities.	58
		ARTICLE XI
Other Common SPACES Related Provisions			58
	Section 11.1	Tax Treatment.	58
		ARTICLE XII
Miscellaneous Provisions			58
	Section 12.1	Limitation of Rights of Holders.	58
	Section 12.2	Amendment.	58
	Section 12.3	Separability.	60
	Section 12.5	Payments Due on Non-Business Day.	60
	Section 12.6	Successors.	60
	Section 12.7	Headings.	60
	Section 12.8	Reports, Notices and Demands.	60
	Section 12.9	Agreement Not to Petition.	61
	Section 12.10	Trust Indenture Act; Conflict with Trust Indenture Act.	61
	Section 12.11	Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture.	62
	Section 12.12	Counterparts.	62
EXHIBITS:
Exhibit A – Certificate of Trust
Exhibit B – Form of Common Securities Certificate
Exhibit C – Form of STACKS Certificate

AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 29, 2004 among (i) Marshall & Ilsley Corporation, a Wisconsin corporation (including any successors or assigns, the “Depositor”), (ii) BNY Midwest Trust Company, an Illinois trust company, as property trustee (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Donald H. Wilson, an individual, and Randall J. Erickson, an individual, each of whose address is c/o Marshall & Ilsley Corporation, 770 North Water Street, Milwaukee, Wisconsin 53202 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee, and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and (v) the several Holders, as hereinafter defined.

WITNESSETH

WHEREAS, the Depositor and one of the Issuer Trustees have heretofore duly declared and established a statutory trust (the “Issuer Trust”) pursuant to the Delaware Statutory Trust Act (as hereinafter defined) by entering into that certain Trust Agreement, dated as of May 26, 2004 (the “Original Trust Agreement”), and by the execution and filing with the Secretary of State of the State of Delaware the Certificate of Trust, filed on May 27, 2004, attached as Exhibit A (the “Certificate of Trust”); and

WHEREAS, the Depositor and the Issuer Trustees desire to amend and restate the Original Trust Agreement in its entirety as set forth herein to provide for, among other things, (i) the issuance of the Common Securities by the Issuer Trust to the Depositor, (ii) the issuance of the STACKS by the Issuer Trust as a component of Normal Common SPACES and their issuance and sale pursuant to the Underwriting Agreement, and (iii) the acquisition by the Issuer Trust from the Depositor of all of the right, title and interest in the Debentures;

NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Holders, hereby amends and restates the Original Trust Agreement in its entirety and agrees as follows:

ARTICLE I

DEFINED TERMS

Section 1.1 Definitions.

For all purposes of this Trust Agreement, except as otherwise expressly provided or unless the context otherwise requires:

The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

All other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

All accounting terms used but not defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles;

Unless the context otherwise requires, any reference to an “Article,” a “Section” or an “Exhibit” refers to an Article, a Section or an Exhibit, as the case may be, of or to this Trust Agreement; and

The words “hereby,” “herein,” “hereof” and “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or other subdivision.

“Accreted Liquidation Amount” means per Trust Security (i) through the Reset Date, $1,000 (which is also the Initial Liquidation Amount per Trust Security) and (ii) thereafter, an amount equal to the Accreted Principal Amount of a Like Amount of Debentures as determined pursuant to the Indenture (changing as and when such Accreted Principal Amount shall change).

“Act” has the meaning specified in Section 6.8.

“Accreted Principal Amount” has the meaning specified in the Indenture Supplement.

“Additional Amount” means, with respect to Trust Securities of a given Initial Liquidation Amount and/or a given period, the amount of Additional Interest (as defined in the Indenture) paid by the Depositor on a Like Amount of Debentures for such period.

“Additional Interest” has the meaning specified in the Base Indenture.

“Administrative Trustee” means each of the individuals identified as an “Administrative Trustee” in the preamble to this Trust Agreement solely in such individual’s capacity as Administrative Trustee of the trust heretofore formed and continued hereunder and not in such individual’s individual capacity, or such Administrative Trustee’s successor in interest in such capacity, or any successor trustee appointed as herein provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Officer” of any Person means any executive officer of such Person or any Person authorized by or pursuant to a resolution of the Board of Directors of such Person.

“Bankruptcy Event” means, with respect to any Person:

(a) the entry of a decree or order by a court having jurisdiction in the premises judging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee,

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sequestrator (or other similar official) of such Person or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(b) the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt, or the taking of corporate action by such Person in furtherance of any such action.

“Bankruptcy Laws” has the meaning specified in Section 12.9.

“Base Indenture” means the Indenture, dated as of June 1, 2004, between the Depositor and the Debenture Trustee, as amended or supplemented from time to time.

“Board of Directors” of any Person means the board of directors (or equivalent body) of such Person, or, in the case of a limited liability company issuer of Debentures, the sole member, or a committee designated by the board of directors (or equivalent body) of such Person (or any such committee), comprised of one or more members of the board of directors (or equivalent body) of such Person or officers of such Person, or both.

“Book-Entry STACKS Certificate” means a STACKS Certificate evidencing ownership of Book-Entry STACKS.

“Book-Entry STACKS” means a STACKS, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.11.

“Business Day” means a day other than a Saturday, a Sunday, or any other day on which banking institutions in New York, New York, Milwaukee, Wisconsin or Wilmington, Delaware are authorized or required by law or executive order to remain closed.

“Certificate Depository Agreement” means the agreement among the Issuer Trust, the Paying Agent and DTC, as the initial Clearing Agency, dated as of the Closing Date.

“Certificate of Trust” has the meaning specified in the recitals hereof, as amended from time to time.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. DTC will be the initial Clearing Agency.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

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“Closing Date” means the Time of Delivery, which date is also the date of execution and delivery of this Trust Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Common Securities Certificate” means a certificate evidencing ownership of Common Securities, substantially in the form attached as Exhibit B.

“Common Security” means an undivided beneficial interest in the assets of the Issuer Trust, having an Initial Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

“Common SPACES” has the meaning specified in the Stock Purchase Contract Agreement.

“Common Stock” has the meaning specified in the Stock Purchase Contract Agreement.

“Corporate Trust Office” means (i) when used with respect to the Property Trustee, the office of the Property Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, and (ii) when used with respect to the Debenture Trustee, the principal office of the Debenture Trustee located at White Clay Center, Route 273, Newark, Delaware 19711.

“Debenture Event of Default” means any “Event of Default” specified in Section 501 of the Indenture.

“Debenture Redemption Date” means, with respect to any Debentures to be redeemed under the Indenture, the date fixed for redemption of such Debentures under the Indenture.

“Debenture Trustee” means BNY Midwest Trust Company, an Illinois trust company, solely in its capacity as trustee pursuant to the Indenture and not in its individual capacity, or its successor in interest in such capacity, or any successor trustee appointed as provided in the Indenture.

“Debentures” means the $365,001,000 initial aggregate principal amount of the Depositor’s debt securities issued pursuant to the Indenture (which amount may be increased to $400,001,000 in connection with the exercise under the Underwriting Agreement by the underwriters named therein of their over-allotment option).

“Debenture Stated Maturity Date” means August 15, 2038, unless such date is changed to an earlier date pursuant to Section 2.12 of the Indenture Supplement and Article X.

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“Definitive STACKS Certificates” means either or both (as the context requires) of (i) STACKS Certificates issued as Book-Entry STACKS Certificates as provided in Section 5.11, and (ii) STACKS Certificates issued in certificated, fully registered form as provided in Section 5.13.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss. 3801 et seq., as it may be amended from time to time.

“Delaware Trustee” means the Person identified as the “Delaware Trustee” in the preamble to this Trust Agreement, solely in its capacity as Delaware Trustee of the trust heretofore formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware trustee appointed as herein provided.

“Depositor” has the meaning specified in the preamble to this Trust Agreement.

“Distribution Date” has the meaning specified in Section 4.1(a)(i).

“Distribution Period” means each period of time beginning on a Distribution Date (or the Closing Date in the case of the initial Distribution Period) and continuing to but not including the next succeeding Distribution Date.

“Distribution Rate” means (i) from the Closing Date to but not including the earlier of (A) the Reset Date and (B) the Scheduled Redemption Date, 3.90% per annum and (ii) for each Distribution Period commencing on or after the Reset Date, the Reset Rate as determined in accordance with Article X.

“Distributions” means amounts payable in respect of the Trust Securities as provided in Section 4.1.

“DTC” means The Depository Trust Company.

“Early Dissolution Event” has the meaning specified in Section 9.2.

“Event of Default” means any one of the following events (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) the occurrence of a Debenture Event of Default; or

(b) default by the Issuer Trust in the payment of any Distribution when it becomes due and payable, and continuation of such default for a period of 30 days; or

(c) default by the Issuer Trust in the payment of any Redemption Price of any Trust Security when it becomes due and payable; or

(d) default in the performance, or breach, in any material respect, of any covenant or warranty of the Issuer Trustees in this Trust Agreement (other than those specified in clause (b) or (c) above) and continuation of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer

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Trustees and to the Depositor by the Holders of at least 25% in aggregate Liquidation Amount of the Outstanding STACKS a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e) the occurrence of a Bankruptcy Event with respect to the Property Trustee if a successor Property Trustee has not been appointed within 90 days thereof.

“Excess Proceeds Remarketing Amount” means, in connection with a Remarketing, for each STACKS being remarketed an amount equal to the amount, if any, by which the proceeds of the Remarketing, net of the Remarketing Agent’s Fee, exceed the Par Proceeds Remarketing Amount.

“Exchange Act” means the Securities Exchange Act of 1934, and any successor statute thereto, in each case as amended from time to time.

“Expiration Date” has the meaning specified in Section 9.1.

“Extension Period” has the meaning specified in the Indenture.

“Failed Remarketing” means a Remarketing that is not Successful.

“Federal Reserve” means the Board of Governors of the Federal Reserve System, as from time to time constituted, or if at any time after the execution of this Trust Agreement the Federal Reserve is not existing and performing the duties now assigned to it, then the body performing such duties at such time.

“Guarantee” means the Guarantee Agreement executed and delivered by the Depositor and BNY Midwest Trust Company, as guarantee trustee, contemporaneously with the execution and delivery of this Trust Agreement, for the benefit of the holders of the STACKS, as amended from time to time.

“Holder” means a Person in whose name a Trust Security or Trust Securities are registered in the Securities Register; any such Person shall be deemed to be a beneficial owner within the meaning of the Delaware Statutory Trust Act.

“Indenture” means the Base Indenture and the Indenture Supplement, taken together.

“Indenture Supplement” means the First Supplemental Indenture to the Indenture, dated as of July 29, 2004, between the Depositor and the Debenture Trustee, as amended or supplemented from time to time.

“Initial Liquidation Amount” means the stated amount of $1,000 per Trust Security.

“Investment Company Act” means the Investment Company Act of 1940, or any successor statute thereto, in each case as amended from time to time.

“Issuer Trust” means the Delaware statutory trust known as “M&I Capital Trust B” which was created under the Delaware Statutory Trust Act pursuant to the Original Trust Agreement and the filing of the Certificate of Trust, and continued pursuant to this Trust Agreement.

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“Issuer Trustees” means, collectively, the Property Trustee, the Delaware Trustee, and the Administrative Trustees.

“Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever.

“Like Amount” means (a) with respect to a redemption of any Trust Securities, Trust Securities having an Accreted Liquidation Amount equal to the Accreted Principal Amount of Debentures to be contemporaneously redeemed in accordance with the Indenture, the proceeds of which will be used to pay the Redemption Price of such Trust Securities, (b) with respect to a distribution of Debentures to Holders of Trust Securities in connection with a dissolution or liquidation of the Issuer Trust, Debentures having an Accreted Principal Amount equal to the Accreted Liquidation Amount of the Trust Securities of the Holder to whom such Debentures are distributed, and (c) with respect to any distribution of Additional Amounts to Holders of Trust Securities, Debentures having an Accreted Principal Amount equal to the Accreted Liquidation Amount of the Trust Securities in respect of which such distribution is made.

“Liquidation Date” means the date of the dissolution, winding-up or dissolution of the Issuer Trust pursuant to Section 9.4.

“Liquidation Distribution” has the meaning specified in Section 9.4(d).

“M&I Bank” means M&I Marshall & Ilsley Bank.

“Majority in Accreted Liquidation Amount of the STACKS” or “Majority in Accreted Liquidation Amount of the Common Securities” means, except as provided by the Trust Indenture Act, STACKS or Common Securities, as the case may be, representing more than 50% of the aggregate Accreted Liquidation Amount of all then Outstanding STACKS or Common Securities, as the case may be.

“Normal Common SPACES” has the meaning specified in the Stock Purchase Contract Agreement.

“Normal Common SPACES Certificate” has the meaning specified in the Stock Purchase Contract Agreement.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by any two Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Trust Agreement shall include:

(a) a statement by each officer signing the Officers’ Certificate that such officer has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officers’ Certificate;

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(c) a statement that such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of such officer, such condition or covenant has been complied with.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee of the Depositor or any Affiliate of the Depositor.

“Original Trust Agreement” has the meaning specified in the recitals to this Trust Agreement.

“Outstanding,” when used with respect to Trust Securities, means, as of the date of determination, all Trust Securities theretofore executed and delivered under this Trust Agreement, except:

(a) Trust Securities theretofore canceled by the Property Trustee or delivered to the Property Trustee for cancellation;

(b) Trust Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent; provided that, if such Trust Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Trust Agreement; and

(c) Trust Securities that have been paid or in exchange for or in lieu of which other STACKS have been executed and delivered pursuant to Sections 5.4, 5.5 and 5.11;

provided, however, that in determining whether the Holders of the requisite Accreted Liquidation Amount of the Outstanding STACKS have given any request, demand, authorization, direction, notice, consent or waiver hereunder, STACKS owned by the Depositor, any Issuer Trustee, or any Affiliate of the Depositor or any Issuer Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Issuer Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only STACKS that such Issuer Trustee actually knows to be so owned shall be so disregarded, and (b) the foregoing shall not apply at any time when all of the outstanding STACKS are owned by the Depositor, one or more of the Issuer Trustees, and/or any such Affiliate. STACKS so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee’s right so to act with respect to such STACKS and that the pledgee is not the Depositor or any Affiliate of the Depositor. Notwithstanding the foregoing, STACKS that are a component of Normal Common SPACES and pledged pursuant to the Pledge Agreement shall not be deemed to be not Outstanding only by reason of such pledge.

“Owner” means each Person who is the beneficial owner of Book-Entry STACKS as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or indirectly, in accordance with the rules of such Clearing Agency).

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“Par Proceeds Remarketing Amount” means, in connection with a Remarketing, an amount for each STACKS being remarketed equal to 100% of its Accreted Liquidation Amount.

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.9 and shall initially be the Property Trustee.

“Payment Account” means a segregated non-interest-bearing corporate trust account maintained by the Property Trustee with BNY Midwest Trust Company (in its corporate capacity and not as Property Trustee) in its trust department for the benefit of the Holders in which all amounts paid in respect of the Debentures will be held and from which the Property Trustee, through the Paying Agent, shall make payments to the Holders in accordance with Sections 4.1 and 4.2.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Pledge Agreement” means the Pledge Agreement, dated as of the date hereof, among the Depositor, JPMorgan Chase Bank, as Collateral Agent, Custodial Agent and Securities Intermediary, and BNY Midwest Trust Company, as Purchase Contract Agent and attorney-in-fact for the Holders (as defined in the Stock Purchase Contract Agreement) of the Stock Purchase Contracts, as amended or supplemented from time to time.

“Property Trustee” means the Person identified as the “Property Trustee” in the preamble to this Trust Agreement, solely in its capacity as Property Trustee of the trust heretofore formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein provided.

“Put Consideration” has the meaning specified in Section 10.5(a).

“Put Right” has the meaning specified in Section 10.05(a).

“Redemption Date” means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this Trust Agreement; provided that each Debenture Redemption Date and the stated maturity of the Debentures shall be a Redemption Date for a Like Amount of Trust Securities.

“Redemption Price” means, with respect to any Trust Security, the Accreted Liquidation Amount of such Trust Security, plus accumulated and unpaid Distributions to the Redemption Date, plus the related amount of the premium, if any, paid by the Depositor upon the concurrent redemption of a Like Amount of Debentures.

“Relevant Trustee” shall have the meaning specified in Section 8.10.

“Remarketing” means a remarketing of STACKS pursuant to Article X and the related Remarketing Agreement.

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“Remarketing Agent” means, as to a Remarketing and related Remarketing Agreement, the remarketing agent and any successor or replacement remarketing agent appointed by the Depositor and the Issuer Trust pursuant to Section 10.1.

“Remarketing Agent’s Fee” means, as to the Remarketing Agent and a Remarketing, the fee provided for in the related Remarketing Agreement.

“Remarketing Agreement” means, with respect to a Remarketing, the remarketing agreement entered into among the Depositor, the Issuer Trust and the Remarketing Agent pursuant to Section 10.1 with respect to such Remarketing of STACKS.

“Remarketing Date” means, as to a Remarketing Settlement Date, the third business day immediately preceding such Remarketing Settlement Date.

“Remarketing Purchase Date” means a Remarketing Reset Date on which the Issuer Trust is required to purchase STACKS, subject to and in accordance with Section 10.5.

“Remarketing Settlement Date” means, on any date prior to the occurrence of a Successful Remarketing, the first to occur thereafter of August 15, 2007, November 15, 2007, February 15, 2008, May 15, 2008 and August 15, 2008.

“Reset Cap”, as of any Remarketing Settlement Date, means the prevailing market yield, as determined by the Remarketing Agent, of the benchmark U.S. treasury security having a remaining maturity that most closely corresponds to the period from such date until the Scheduled Redemption Date (after giving effect to any change in the Scheduled Redemption Date being made pursuant to Article X on the Remarketing Settlement Date if the Remarketing is Successful), plus 3.5% per annum.

“Reset Date” means the first date that is a Remarketing Settlement Date on which a Successful Remarketing occurs.

“Reset Rate” has the meaning set forth in Section 10.3(a).

“Responsible Officer” means, with respect to any Issuer Trustee, the President, any Senior Vice President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer of such Issuer Trustee.

“Scheduled Redemption Date” means August 15, 2038 or, if such date is changed to an earlier date in accordance with Article X, such earlier date.

“Securities Act” means the Securities Act of 1933, and any successor statute thereto, in each case as amended from time to time.

“Securities Intermediary” has the meaning specified in the Stock Purchase Agreement.

“Securities Register” and “Securities Registrar” have the respective meanings specified in Section 5.4.

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“Separate STACKS” means STACKS that are no longer a component of Normal Common SPACES.

“STACKS” means an undivided beneficial interest in the assets of the Issuer Trust, having an Initial Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

“STACKS Certificate” means a certificate evidencing ownership of STACKS, substantially in the form attached as Exhibit C.

“Stock Purchase Contract” has the meaning specified in the Stock Purchase Contract Agreement.

“Stock Purchase Contract Agent” means BNY Midwest Trust Company, an Illinois Trust Company, and any successor thereto as stock purchase contract agent under the Stock Purchase Contract Agreement.

“Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of the date hereof, between the Depositor and the Stock Purchase Contract Agent, as amended or supplemented from time to time.

“Stock Purchase Date” has the meaning specified in the Stock Purchase Contract Agreement.

“Stripped Common SPACES” has the meaning specified in the Stock Purchase Contract Agreement.

“Successful” means, as to a Remarketing, that the Remarketing is conducted in accordance with Article X and the Remarketing Agent finds buyers for all of the STACKS offered in the Remarketing by 4:00 P.M., New York City time, on the Remarketing Date.

“Time of Delivery” means July 29, 2004.

“Trust Agreement” means this Amended and Restated Trust Agreement, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including (i) all exhibits, and (ii) for all purposes of this Trust Agreement and any such modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Trust Agreement and any such modification, amendment or supplement, respectively.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939, as so amended.

“Trust Property” means (a) the Debentures, (b) any cash on deposit in, or owing to, the Payment Account, and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

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“Trust Security” means any one of the Common Securities or the STACKS.

“Trust Securities Certificate” means any one of the Common Securities Certificates or the STACKS Certificates.

“Underwriting Agreement” means the Underwriting Agreement, dated as of July 26, among the Issuer Trust, the Depositor and Goldman, Sachs & Co., J.P. Morgan Securities Inc., Citigroup Capital Markets Inc. and Credit Suisse First Boston LLC, as representatives of the underwriters named therein.

“Vice President,” when used with respect to the Depositor, means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

ARTICLE II

CONTINUATION OF THE ISSUER TRUST

Section 2.1 Name.

The trust continued hereby shall be known as “M&I Capital Trust B,” as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders and the other Issuer Trustees, in which name the Administrative Trustees and the other Issuer Trustees may conduct the business of the Issuer Trust, make and execute contracts and other instruments on behalf of the Issuer Trust and sue and be sued on behalf of the Issuer Trust.

Section 2.2 Office of the Delaware Trustee; Principal Place of Business.

The address of the Delaware Trustee in the State of Delaware is White Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust Department, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Depositor, the Property Trustee and the Administrative Trustees. The principal executive office of the Issuer Trust is c/o Marshall & Ilsley Corporation, 770 North Water Street, Milwaukee, Wisconsin 53202.

Section 2.3 Initial Contribution of Trust Property; Organizational Expenses.

The Issuer Trustees acknowledge receipt from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Issuer Trust as they arise or shall, upon request of any Issuer Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer Trustee. The Depositor shall not make any claim upon the Trust Property for the payment of such expenses.

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Section 2.4 Issuance of the STACKS.

(a) On July 26, 2004, the Depositor, on behalf of the Issuer Trust, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Issuer Trust, in connection with the execution and delivery on such date of 14,600,000 Normal Common SPACES to the underwriters named in the Underwriting Agreement, shall execute in accordance with Section 5.3 and deliver to the Securities Intermediary a STACKS Certificate, registered in the name of the Stock Purchase Contract Agent with the form of assignment attached thereto executed in blank, in an aggregate Initial Liquidation Amount of $365,000,000, against payment of $365,000,000 as the purchase price therefor in immediately available funds, which funds such Administrative Trustee shall promptly deliver to the Property Trustee or its designee.

(b) In the event and to the extent the over-allotment option granted by the Depositor and the Issuer Trust pursuant to the Underwriting Agreement is exercised by the underwriters, the Administrative Trustees, on behalf of the Issuer Trust, in connection with the execution and delivery on such date of up to 1,400,000 Normal Common SPACES having an aggregate Initial Liquidation Amount of up to $35,000,000, shall execute in accordance with Section 5.3 and deliver to the Securities Intermediary one or more STACKS Certificates, as necessary, registered in the name of the Stock Purchase Contract Agent with the form of assignment attached thereto executed in blank, in an aggregate Initial Liquidation Amount of up to $35,000,000, which amount the Administrative Trustee shall promptly deliver to the Property Trustee or its designee, on the date specified pursuant to the Underwriting Agreement.

Section 2.5 Issuance of the Common Securities; Subscription and Purchase Debentures.

(a) Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall execute in accordance with Section 5.3 and deliver to the Depositor a Common Securities Certificate, registered in the name of the Depositor, evidencing one Common Security having an aggregate Initial Liquidation Amount of $1,000 against payment by the Depositor of the purchase price therefor in immediately available funds, which amount such Administrative Trustee shall promptly deliver to the Property Trustee. Contemporaneously therewith, an Administrative Trustee, on behalf of the Issuer Trust, shall subscribe to and purchase from the Depositor the Debentures registered in the name of the Issuer Trust and having an aggregate initial principal amount equal to $365,001,000 and shall deliver to the Depositor the purchase price therefor (being the sum of the amounts delivered to the Property Trustee pursuant to (i) the second sentence of Section 2.4 and (ii) the first sentence of this Section 2.5).

(b) In the event the over-allotment option granted by the Depositor pursuant to the Underwriting Agreement is exercised by the underwriters parties thereto, no additional Common Securities will be issued. Contemporaneously with the execution of additional Normal Common SPACES in connection with the underwriters’ exercise of their over-allotment option, an Administrative Trustee, on behalf of the Issuer Trust, shall subscribe to and purchase from the Depositor Debentures registered in the name of the Issuer Trust and having an aggregate initial principal amount equal to the amount paid by the underwriters pursuant to Section 2.4(b) and shall deliver to the Depositor the purchase price therefor (being such amount).

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Section 2.6 Declaration of Trust.

The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities, (b) to use the proceeds from such sale to acquire the Debentures, and (c) to engage in those activities necessary or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the Holders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Delaware Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Section 2.7 Authorization to Enter into Certain Transactions.

(a) The Issuer Trustees shall conduct the affairs of the Issuer Trust in accordance with the terms of this Trust Agreement. Subject to the limitations set forth in paragraph (b) of this Section, and in accordance with the following provisions (i) and (ii), the Issuer Trustees shall have the authority to enter into all transactions and agreements determined by the Issuer Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Issuer Trustees under this Trust Agreement, and to perform all acts in furtherance thereof, including the following:

(i) As among the Issuer Trustees, the Administrative Trustees, and each of them, shall have the power and authority to act on behalf of the Issuer Trust with respect to the following matters:

(A) the issuance and sale of the Trust Securities;

(B) to cause the Issuer Trust to perform on behalf of the Issuer Trust the Underwriting Agreement and to cause the Issuer Trust to enter into, and to execute, deliver and perform on behalf of the Issuer Trust the Certificate Depository Agreement and such other agreements as may be necessary or desirable in connection with the purposes and function of the Issuer Trust;

(C) to cause the Issuer Trust to execute, deliver and perform its obligations under Remarketing Agreements entered into pursuant to Article X and, except as otherwise expressly provided in Article X, cause the Issuer Trust to take such actions with respect to Remarketings as are provided for in Article X or as may be necessary or, as determined by the Administrative Trustees, useful in connection with Remarketings;

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(D) assisting in the registration of the STACKS under the Securities Act and under state securities or blue sky laws, and the qualification of this Trust Agreement under the Trust Indenture Act;

(E) assisting in the listing of the STACKS upon such securities exchange or exchanges, if any, as shall be determined by the Depositor, with the registration of the STACKS under the Exchange Act, if required, and with the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing;

(F) assisting in the sending of notices (other than notices of default) and other information regarding the Trust Securities and the Debentures to the Holders in accordance with this Trust Agreement;

(G) the appointment of a Paying Agent and Securities Registrar in accordance with this Trust Agreement;

(H) to the extent provided in this Trust Agreement, the winding up of the affairs of and liquidation of the Issuer Trust and the execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware;

(I) execution of the Trust Securities on behalf of the Issuer Trust in accordance with this Trust Agreement;

(J) execution and delivery of closing certificates, if any, pursuant to the Underwriting Agreement and any Remarketing Agreement and application for a taxpayer identification number for the Issuer Trust;

(K) unless otherwise determined by the Depositor, the Property Trustee or the Administrative Trustees or as otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or other applicable law, to execute on behalf of the Issuer Trust (either acting alone or together with any or all of the Administrative Trustees) any documents that the Administrative Trustees have the power to execute pursuant to this Trust Agreement; and

(L) the taking of any action incidental to the foregoing as the Issuer Trustees may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement.

(ii) As among the Issuer Trustees, the Property Trustee shall have the power, duty and authority to act on behalf of the Issuer Trust with respect to the following matters:

(A) the establishment of the Payment Account;

(B) the receipt of the Debentures;

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(C) the collection of interest, principal and any other payments or instruments (including due bills or promissory notes of the Depositor issuable under or with respect to the Debentures) made in respect of the Debentures and the holding of such amounts in the Payment Account;

(D) the distribution through the Paying Agent of amounts or property or instruments (including due bills or promissory notes of the Depositor issuable under or with respect to the Debentures) distributable to the Holders in respect of the Trust Securities;

(E) the exercise of all of the rights, powers and privileges of a holder of the Debentures;

(F) the sending of notices of default and other information regarding the Trust Securities and the Debentures to the Holders in accordance with this Trust Agreement;

(G) the distribution of the Trust Property in accordance with the terms of this Trust Agreement;

(H) to the extent provided in this Trust Agreement, the winding up of the affairs of and liquidation of the Issuer Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware; and

(I) after an Event of Default (other than under paragraph (b),(c), (d) or (e) of the definition of such term if such Event of Default is by or with respect to the Property Trustee) the taking of any action incidental to the foregoing as the Property Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder).

Except as otherwise provided in this Section 2.7(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 2.7(a)(i).

(b) So long as this Trust Agreement remains in effect, the Issuer Trust (or the Issuer Trustees acting on behalf of the Issuer Trust) shall not undertake any business, activities or transactions except as expressly provided herein or contemplated hereby. In particular, the Issuer Trustees (acting on behalf of the Issuer Trust) shall not (i) acquire any investments or engage in any activities not authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein, (iii) take any action that would reasonably be expected to cause the Issuer Trust to become taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes, (iv) incur any indebtedness for borrowed money or issue any other debt, (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property, (vi) invest any proceeds received by the Issuer Trust from holding the Debentures, but shall distribute all such proceeds to

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Holders of Trust Securities pursuant to the terms of this Trust Agreement and of the Trust Securities, (vii) acquire any assets other than the Trust Property, (viii) possess any power or otherwise act in such a way as to vary the Trust Property, (ix) possess any power or otherwise act in such a way as to vary the terms of the Trust Securities in any way whatsoever (except to the extent expressly authorized in this Trust Agreement or by the terms of the Trust Securities) or (x) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Issuer Trust other than the Trust Securities. The Property Trustee shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Issuer Trust or the Holders in their capacity as Holders.

(c) In connection with the issuance and sale of the STACKS, the Depositor shall have the right and, if the Depositor shall desire that the actions be taken, the responsibility to assist the Issuer Trust with respect to, or effect on behalf of the Issuer Trust, the following (and any actions taken by the Depositor in furtherance of the following prior to the date of this Trust Agreement are hereby ratified and confirmed in all respects):

(i) the preparation and filing by the Issuer Trust with the Commission of and the execution on behalf of the Issuer Trust of a registration statement on the appropriate form in relation to the STACKS, including any amendments thereto;

(ii) the determination of the states in which to take appropriate action to qualify or register for sale all or part of the STACKS and the determination of any and all such acts, other than actions that must be taken by or on behalf of the Issuer Trust, and the advice to the Issuer Trust of actions they must take on behalf of the Issuer Trust, and the preparation for execution and filing of any documents to be executed and filed by the Issuer Trust or on behalf of the Issuer Trust, as the Depositor deems necessary or advisable in order to comply with the applicable laws of any such states;

(iii) the preparation for filing by the Issuer Trust and execution on behalf of the Issuer Trust of an application to the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market or any other automated quotation system for listing upon notice of issuance of any STACKS and filing with such exchange or self-regulatory organization such notification and documents as may be necessary from time to time to maintain such listing;

(iv) the negotiation of the terms of, and the execution and delivery of, the Underwriting Agreement providing for the sale of the STACKS; and

(v) the taking of any other actions necessary or desirable to carryout any of the foregoing activities.

(d) Notwithstanding anything herein to the contrary, the Administrative Trustees are authorized and directed to conduct the affairs of the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust will not be deemed to be an “investment company” required to be registered under the Investment Company Act, and will not be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes and so that the Debentures will be treated as indebtedness of the Depositor for United States Federal income tax purposes. In this connection, the Depositor and the Administrative Trustees are authorized to take any action, not inconsistent with applicable law, the Certificate of Trust or this Trust Agreement, that they

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determine in their discretion to be necessary or desirable for such purposes, as long as such action does not adversely affect in any material respect the interests of the Holders of the Outstanding STACKS. In no event shall the Depositor or the Issuer Trustees be liable to the Issuer Trust or the Holders for any failure to comply with this Section that results from a change in law or regulation or in the interpretation thereof.

Section 2.8 Assets of Trust.

The assets of the Issuer Trust shall consist solely of the Trust Property.

Section 2.9 Title to Trust Property.

Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee in trust for the benefit of the Issuer Trust and the Holders in accordance with this Trust Agreement.

ARTICLE III

PAYMENT ACCOUNT

Section 3.1 Payment Account.

(a) On or prior to the Closing Date, the Property Trustee shall establish the Payment Account. The Property Trustee and its agents shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in accordance with this Trust Agreement. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Holders and for distribution as herein provided, including (and subject to) any priority of payments provided for herein.

(b) The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all payments of principal of or interest on, and any other payments or proceeds with respect to, the Debentures. Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof.

ARTICLE IV

DISTRIBUTIONS; REDEMPTION

Section 4.1 Distributions.

(a) The Trust Securities represent undivided beneficial interests in the Trust Property, and Distributions (including of Additional Amounts) will be made on the Trust Securities at the rate and on the dates that payments of interest (including Additional Interest, as defined in the Indenture) are made on the Debentures. Accordingly:

(i) Distributions on the Trust Securities shall be cumulative and will accumulate from the Time of Delivery as and when interest accrues on the Debentures.

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(ii) Distributions shall accumulate on the Trust Securities for each Distribution Period at the Distribution Rate for such Distribution Period.

(iii) Distributions payable in cash will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing November 15, 2004, to and including the Stock Purchase Date, and on and after the Stock Purchase Date, Distributions payable in cash, if any, will be payable semi-annually on each February 15 and August 15 or May 15 and November 15, as applicable, with the first such semi-annual distribution date, if any, occurring on a date that is six months after the Stock Purchase Date (each such date a “Distribution Date”), in each case subject to the Issuer Trust having funds available for such Debentures.

(iv) For Distribution Periods commencing on or after the Stock Purchase Date, Distributions will accrete at the Distribution Rate instead of being paid in cash (with the amount of accretion on any date for each Trust Security being equal to the amount of accretion on a Like Amount of Debentures), unless the Depositor elects to pay interest on the Debentures in cash pursuant to Section 10.2 or the Stock Purchase Date is August 15, 2008 and the Remarketing for settlement on such date is a Failed Remarketing.

(v) If any date which is otherwise a Distribution Date pursuant to paragraph (iii) above, is not a Business Day, then the payment of cash Distributions on such Distribution Date, if applicable, shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of such delay), with the same force and effect as if made on the date on which such payment was originally payable; provided, however, that if the next succeeding Business Day is in the next succeeding calendar year, then the payment of cash distributions shall be made on the immediately preceding Business Date.

(vi) Distributions shall be payable in cash on each Distribution Date on which the Depositor is obligated to pay interest on the Debentures in cash, and the amount of such cash Distribution on the Accreted Liquidation Amount of each Trust Security shall equal the amount of interest payable in cash on such Distribution Date on a Like Amount of Debentures.

(vii) The amount of Distributions payable for any Distribution Period shall include the Additional Amounts, if any.

(viii) Distributions on the Trust Securities shall be made by the Property Trustee from the Payment Account and shall be payable on each Distribution Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Distributions.

(b) Distributions in cash on the Trust Securities with respect to a Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record date for such Distribution Date, which shall be the first date of the month in which the relevant Distribution Date falls. Distributions payable on any Trust Securities that are not punctually paid on any Distribution Date will cease to be payable to the Person in whose name such Trust Securities are registered on the relevant

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record date, and such defaulted Distribution will instead be payable to the Person in whose name such Trust Securities are registered on the special record date or other specified date for determining Holders entitled to such defaulted interest established in accordance with the Indenture.

Section 4.2 Redemption.

(a) On each Debenture Redemption Date and on the Debenture Stated Maturity Date, the Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price.

(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Security Register. All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price or if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);

(iii) the CUSIP number or CUSIP numbers of the STACKS affected;

(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;

(v) that on the Redemption Date the Redemption Price will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accumulate on and after said date, except as provided in Section 4.2(d) below; and

(vi) if the STACKS are not in book-entry-only form, the place or places where the STACKS Certificates are to be surrendered for the payment of the Redemption Price.

(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption or payment at the Debenture Stated Maturity Date of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable on each Redemption Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price.

(d) If the Property Trustee gives a notice of redemption in respect of any STACKS, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the

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Property Trustee will, with respect to Book-Entry STACKS, irrevocably deposit with the Clearing Agency for such Book-Entry STACKS, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the STACKS. With respect to STACKS that are not Book-Entry STACKS, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders of the STACKS upon surrender of their STACKS Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Holders holding Trust Securities so called for redemption will cease, except the right of such Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date, but without interest, and such Trust Securities will cease to be outstanding. In the event that any date on which any Redemption Price is payable is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of any such delay), with the same force and effect as if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Depositor pursuant to the Guarantee, Distributions on such Trust Securities will continue to accumulate, as set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price.

(e) Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Accreted Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Securities and the STACKS based upon the relative Accreted Liquidation Amounts of such classes. The particular STACKS to be redeemed shall be selected on a pro rata basis based upon their respective Accreted Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding STACKS not previously called for redemption by any method the Property Trustee deems fair and appropriate, provided that so long as the STACKS are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the STACKS. The Property Trustee shall promptly notify the Securities Registrar in writing of the STACKS selected for redemption and, in the case of any STACKS selected for partial redemption, the Accreted Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of STACKS shall relate, in the case of any STACKS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of STACKS that has been or is to be redeemed.

Section 4.3 Subordination of Common Securities.

(a) Payment of Distributions (including any Additional Amounts) on, the Redemption Price of, and the Liquidation Distribution in respect of, the Trust Securities, as

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applicable, shall be made, subject to Section 4.2(e), pro rata among the Common Securities and the STACKS based on the Accreted Liquidation Amount of the Trust Securities; provided, however, that if on any Distribution Date, Redemption Date or Liquidation Date any Event of Default resulting from a Debenture Event of Default specified in Section 501(1) or 501(2) of the Indenture shall have occurred and be continuing, no payment of any Distribution (including any Additional Amounts) on, Redemption Price of, or Liquidation Distribution in respect of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions (including any Additional Amounts) on all Outstanding STACKS for all Distribution Periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all Outstanding STACKS then called for redemption, or in the case of payment of the Liquidation Distribution the full amount of such Liquidation Distribution on all Outstanding STACKS, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (including any Additional Amounts) on, or the Redemption Price of, the STACKS then due and payable.

(b) In the case of the occurrence of any Event of Default resulting from any Debenture Event of Default, the Holders of the Common Securities shall have no right to act with respect to any such Event of Default under this Trust Agreement until the effect of all such Events of Default with respect to the STACKS have been cured, waived or otherwise eliminated. Until all such Events of Default under this Trust Agreement with respect to the STACKS have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the STACKS and not on behalf of the Holders of the Common Securities, and only the Holders of the STACKS will have the right to direct the Property Trustee to act on their behalf.

Section 4.4 Payment Procedures.

Payments of cash Distributions (including any Additional Amounts) in respect of the STACKS shall, subject to the next succeeding sentence, be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or, if the STACKS are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency by wire transfer of immediately available funds. A Holder of $1,000,000 or more in aggregate Initial Liquidation Amount of STACKS may receive payments of cash Distributions (including any Additional Amounts) by wire transfer of immediately available funds upon written request to the Property Trustee not later than the 15th calendar day, whether or not a Business Day, before the relevant Distribution Date. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Holders of the Common Securities.

Section 4.5 Tax Returns and Reports.

The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor’s expense, and file all United States Federal, state and local tax and information returns and reports required to be filed by or in respect of the Issuer Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) all Internal Revenue Service forms required to be filed in respect of the Issuer Trust in each taxable year of the Issuer Trust, and (b) prepare and furnish (or cause to be prepared and furnished) to each Holder all Internal

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Revenue Service forms required to be provided by the Issuer Trust. The Administrative Trustees shall provide the Depositor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing. The Issuer Trustees shall comply with United States Federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Holders under the Trust Securities.

Section 4.6 Payment of Expenses of the Issuer Trust.

The Depositor shall pay to the Issuer Trust, and reimburse the Issuer Trust for, the full amount of any costs, expenses or liabilities of the Issuer Trust (other than obligations of the Issuer Trust to pay the Holders of any STACKS or other similar interests in the Issuer Trust the amounts due such Holders pursuant to the terms of the STACKS or such other similar interests, as the case may be), including, without limitation, any taxes, duties or other governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States or any other taxing authority. Such payment obligation includes any such costs, expenses or liabilities of the Issuer Trust that are required by applicable law to be satisfied in connection with a dissolution of the Issuer Trust.

Section 4.7 Payments under Indenture or Pursuant to Direct Actions.

Any amount payable hereunder to any Holder of STACKS (or any Owner with respect thereto) shall be reduced by the amount of any corresponding payment such Holder (or Owner) has directly received pursuant to Section 508 of the Indenture or Section 5.14 of this Trust Agreement.

ARTICLE V

TRUST SECURITIES CERTIFICATES

Section 5.1 Initial Ownership.

Upon the formation of the Issuer Trust and the contribution by the Depositor pursuant to Section 2.3 and until the issuance of the Trust Securities, and at any time during which no Trust Securities are outstanding, the Depositor shall be the sole beneficial owner of the Issuer Trust.

Section 5.2 The Trust Securities Certificates.

The STACKS Certificates shall be issued in minimum denominations of $1,000 Initial Liquidation Amount and integral multiples of $1,000 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $1,000 Initial Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Issuer Trust by manual signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuer Trust or the Property Trustee shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Holder, and shall be entitled to the rights and subject to the obligations of a Holder hereunder, upon due registration of such Trust Securities Certificate in such transferee’s name pursuant to Sections 5.4, 5.11 and 5.13.

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Section 5.3 Execution and Delivery of Trust Securities Certificates.

At the Time of Delivery, the Administrative Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed on behalf of the Issuer Trust and delivered to or upon the written order of the Depositor, such written order executed by one authorized officer thereof, without further corporate action by the Depositor, in authorized denominations.

Section 5.4 Registration of Transfer and Exchange of STACKS Certificates.

The Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.8, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of STACKS Certificates (the “Securities Register”) in which the transfer agent and registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, shall provide for the registration of STACKS Certificates and Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of STACKS Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Property Trustee also in its role as Securities Registrar, for so long as the Property Trustee shall act as Securities Registrar.

Upon surrender for registration of transfer of any STACKS Certificate at the office or agency maintained pursuant to Section 5.8, the Administrative Trustees or any one of them shall execute on behalf of the Issuer Trust and deliver, in the name of the designated transferee or transferees, one or more new STACKS Certificates in authorized denominations of a like aggregate Initial Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer of any STACKS that have been called for redemption during a period beginning at the opening of business 15 days before the day of selection for such redemption. At the option of a Holder, STACKS Certificates may be exchanged for other STACKS Certificates in authorized denominations of the same class and of a like aggregate Initial Liquidation Amount upon surrender of the STACKS Certificates to be exchanged at the office or agency maintained pursuant to Section 5.8.

Every STACKS Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each STACKS Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Securities Registrar in accordance with such Person’s customary practice.

No service charge shall be made for any registration of transfer or exchange of STACKS Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of STACKS Certificates.

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Section 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate, and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative Trustees, or any one of them, on behalf of the Issuer Trust shall execute and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section 5.5, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Issuer Trust corresponding to that evidenced by the lost, stolen or destroyed Trust Securities Certificate, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

Section 5.6 Persons Deemed Holders.

The Issuer Trustees and the Securities Registrar shall each treat the Person in whose name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and none of the Issuer Trustees, the Administrative Trustees and the Securities Registrar shall be bound by any notice to the contrary.

Section 5.7 Access to List of Holders’ Names and Addresses.

Each Holder and each Owner shall be deemed to have agreed not to hold the Depositor, the Property Trustee, the Delaware Trustee or the Administrative Trustees accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

Section 5.8 Maintenance of Office Agency.

The Administrative Trustees shall designate an office or offices or agency or agencies where STACKS Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer Trustees in respect of the Trust Securities Certificates may be served. The Administrative Trustees initially designate BNY Midwest Trust Company, 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate Trust Department, as their office and agency for such purposes. An Administrative Trustee shall give prompt written notice to the Depositor, the Property Trustees and to the Holders of any change in the location of the Securities Register or any such office or agency.

Section 5.9 Appointment of Paying Agent.

The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative

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Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. If the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrative Trustees and the Depositor to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to M&I Bank also in its role as Paying Agent, for so long as M&I Bank shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise

Section 5.10 Ownership of Common Securities by Depositor.

At the Time of Delivery, the Depositor shall acquire beneficial and record ownership of the Common Securities. To the fullest extent permitted by law, other than a transfer in connection with a consolidation or merger of the Depositor into another Person, or any conveyance, transfer or lease by the Depositor of its properties and assets substantially as an entirety to any Person pursuant to Section 801 of the Indenture, any attempted transfer of the Common Securities other than to a direct or indirect subsidiary of the Depositor shall be void. The Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend consistent with this Section 5.10.

Section 5.11 Book-Entry STACKS Certificates; Common Securities Certificate.

(a) STACKS Certificates that are no longer a component of Normal Common SPACES and are released from the Collateral Account (as defined in the Pledge Agreement), will be issued in the form of a typewritten STACKS Certificate or Certificates representing Book-Entry STACKS Certificates, to be delivered to, or on behalf of, DTC, the initial Clearing Agency, by, or on behalf of, the Issuer Trust. Such STACKS Certificate or Certificates shall initially be registered on the Securities Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner will receive a Definitive STACKS Certificate representing such Owner’s interest in such STACKS, except as provided in Section 5.13. Except where Definitive STACKS Certificates have been issued to the Securities Intermediary or to Owners pursuant to Section 5.13:

(i) the provisions of this Section 5.11(a) shall be in full force and effect;

(ii) the Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Book-Entry

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STACKS Certificates (including the payment of the Liquidation Amount of and Distributions on the STACKS evidenced by Book-Entry STACKS Certificates and the giving of instructions or directions to Owners of STACKS evidenced by Book-Entry STACKS Certificates) as the sole Holder of STACKS evidenced by Book-Entry STACKS Certificates and shall have no obligations to the Owners thereof;

(iii) to the extent that the provisions of this Section 5.11 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.11 shall control; and

(iv) the rights of the Owners of the Book-Entry STACKS Certificate shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive STACKS Certificates are issued pursuant to Section 5.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments on the STACKS to such Clearing Agency Participants.

(b) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate.

Section 5.12 Notices to Clearing Agency.

To the extent that a notice or other communication to the Holders is required under this Trust Agreement, for so long as STACKS are represented by a Book-Entry STACKS Certificates, the Administrative Trustees and the Issuer Trustee shall give all such notices and communications specified herein to be given to the Clearing Agency, and shall have no obligations to the Owners.

Section 5.13 Definitive STACKS Certificates.

The STACKS Certificates issued at the Time of Delivery and upon the underwriters’ exercise of their over-allotment option, as contemplated by Section 2.4, shall be issued as definitive STACKS Certificates in accordance with Section 2.4. Additionally, if (a) the Depositor advises the Issuer Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the STACKS Certificates, and the Depositor is unable to locate a qualified successor, (b) the Depositor at its option advises the Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence of a Debenture Event of Default, Owners of STACKS Certificates representing beneficial interests aggregating at least a Majority in Accreted Liquidation Amount of the STACKS advise the Administrative Trustees in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of STACKS Certificates, then the Administrative Trustees shall notify the other Issuer Trustees and the Clearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds STACKS of the occurrence of any such event and of the availability of the Definitive STACKS Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the Administrative Trustees of the typewritten STACKS Certificate or Certificates representing the Book-Entry STACKS Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive

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STACKS Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive STACKS Certificates, the Issuer Trustees shall recognize the Holders of the Definitive STACKS Certificates as holders of Trust Securities. The Definitive STACKS Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees that meets the requirements of any stock exchange or automated quotation system on which the STACKS are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

Section 5.14 Rights of Holders; Waivers of Past Defaults.

(a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 2.9, and the Holders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Issuer Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Issuer Trust except as described below. The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Trust Agreement. The STACKS shall have no preemptive or similar rights and when issued and delivered to Holders against payment of the purchase price therefor will be fully paid and nonassessable by the Issuer Trust. The Holders of the Trust Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

(b) For so long as any STACKS remain Outstanding, if, upon a Debenture Event of Default, the Debenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Debentures fail to declare the principal of all of the Debentures to be immediately due and payable, the Property Trustee or the Holders of at least 25% in Accreted Liquidation Amount of the STACKS then Outstanding shall have the right to make such declaration by a notice in writing to the Depositor, the Debenture Trustee and the Property Trustee, in the case of notice by the Holders of the STACKS, or to the Depositor, the Debenture Trustee and the Holders of the STACKS, in the case of notice by the Property Trustee, and upon any such declaration such principal amount of and the accrued interest on all of the Debentures shall become immediately due and payable, provided that the payment of principal and interest on such Debentures shall remain subordinated to the extent provided in the Indenture.

At any time after a declaration of acceleration with respect to the Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Debenture Trustee as in the Indenture provided, the Holders of at least a Majority in Accreted Liquidation Amount of the STACKS, by written notice to the Property Trustee, the Depositor and the Debenture Trustee, may rescind and annul such declaration and its consequences if:

(i) the Depositor has paid or deposited with the Debenture Trustee a sum sufficient to pay

(A) all overdue installments of interest on all of the Debentures,

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(B) any accrued Additional Interest (as defined in the Indenture) on all of the Debentures,

(C) the principal of (and premium, if any, on) any Debentures that have become due otherwise than by such declaration of acceleration and interest and Additional Interest (as defined in the Indenture) thereon at the rate borne by the Debentures, and

(D) all sums paid or advanced by the Debenture Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Debenture Trustee and the Property Trustee, their agents and counsel; and

(ii) all Events of Default with respect to the Debentures, other than the non-payment of the principal of the Debentures that has become due solely by such acceleration, have been cured or waived as provided in Section 513 of the Indenture.

The Holders of at least a Majority in Accreted Liquidation Amount of the STACKS may, on behalf of the Holders of all the STACKS, waive any past default under the Indenture, except a default in the payment of principal or interest (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or a default in respect of a covenant or provision that under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Debenture. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Upon receipt by the Property Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of any part of the STACKS a record date shall be established for determining Holders of Outstanding STACKS entitled to join in such notice, which record date shall be at the close of business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day that is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.14(b).

(c) For so long as any STACKS remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the Indenture, upon a Debenture Event of Default specified in Section 501(1) or 501(2) of the Indenture, any Holder of STACKS shall have the right to institute a proceeding directly against the Depositor, pursuant to Section 508 of the Indenture, for enforcement of payment to such Holder of any amounts payable in respect of a Like Amount of Debentures (a “Direct Action”). Except as set forth in Section 5.14(b) and this Section 5.14(c), the Holders of STACKS shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Debentures.

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(d) Except as otherwise provided in paragraphs (a), (b) and (c) of this Section 5.14, the Holders of at least a Majority in Accreted Liquidation Amount of the STACKS may, on behalf of the Holders of all the STACKS, waive any past default or Event of Default and its consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising there from shall be deemed to have been cured, for every purpose of this Trust Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 5.15 CUSIP Numbers.

The Administrative Trustees in issuing the STACKS may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the STACKS or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the STACKS, and any such redemption shall not be affected by any defect in or omission of such numbers. The Administrative Trustees will promptly notify the Property Trustee of any change in the CUSIP numbers.

ARTICLE VI

ACTS OF HOLDERS; MEETINGS; VOTING

Section 6.1 Limitations on Voting Rights.

(a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of STACKS shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association.

(b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Accreted Liquidation Amount of the STACKS: provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of STACKS. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the STACKS, except by a subsequent vote of the Holders of the STACKS. The Property Trustee shall notify all Holders of the STACKS of

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any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the STACKS, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

(c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the STACKS, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding STACKS as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Accreted Liquidation Amount of the STACKS. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Section 6.2 Notice of Meetings.

Notice of all meetings of the Holders of the STACKS, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 12.8 to each Holder of STACKS, at such Holder’s registered address, at least 15 days and not more than 90 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without further notice.

Section 6.3 Meetings of Holders of the STACKS.

No annual meeting of Holders is required to be held. The Property Trustee, however, shall call a meeting of the Holders of the STACKS to vote on any matter upon the written request of the Holders of at least 25% in aggregate Accreted Liquidation Amount of the Outstanding STACKS and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of the Holders of the STACKS to vote on any matters as to which such Holders are entitled to vote.

The Holders of at least a Majority in Accreted Liquidation Amount of the STACKS, present in person or by proxy, shall constitute a quorum at any meeting of the Holders of the STACKS.

If a quorum is present at a meeting, an affirmative vote by the Holders present, in person or by proxy, holding STACKS representing at least a Majority in Accreted Liquidation Amount of the STACKS held by the Holders present, either in person or by proxy, at such meeting shall constitute the action of the Holders of the STACKS, unless this Trust Agreement requires a greater number of affirmative votes.

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Section 6.4 Voting Rights.

Holders shall be entitled to one vote for each $1,000 of Initial Liquidation Amount represented by their Outstanding Trust Securities in respect of any matter as to which such Holders are entitled to vote.

Section 6.5 Proxies, etc.

At any meeting of Holders, any Holder entitled to vote there at may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Property Trustee, or with such other officer or agent of the Issuer Trust as the Property Trustee may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property Trustee. Only Holders of record shall be entitled to vote. When Trust Securities are held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Holder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than three years after its date of execution.

Section 6.6 Holder Action by Written Consent.

Any action that may be taken by Holders at a meeting may be taken without a meeting if Holders holding at least a Majority in Accreted Liquidation Amount of all STACKS entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any other provision of this Trust Agreement) shall consent to the action in writing.

Section 6.7 Record Date for Voting and Other Purposes.

For the purposes of determining the Holders who are entitled to notice of and to vote at any meeting or by written consent, or to participate in any distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Trust Agreement, or for the purpose of any other action, the Administrative Trustees may from time to time fix a date, not more than 90 days prior to the date of any meeting of Holders or the payment of a Distribution or other action, as the case may be, as a record date for the determination of the identity of the Holders of record for such purposes.

Section 6.8 Acts of Holders.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Trust Agreement to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to the Property Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the

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Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor of the Issuer Trustees, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that any Issuer Trustee receiving the same deems sufficient.

The ownership of Trust Securities shall be proved by the Securities Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Trust Security shall bind every future Holder of the same Trust Security and the Holder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Issuer Trustees, or the Issuer Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Accreted Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such Accreted Liquidation Amount.

If any dispute shall arise between the Holders and the Issuer Trustees or among the Holders or the Issuer Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Holder or Issuer Trustee under this Article VI, then the determination of such matter by the Property Trustee shall be conclusive with respect to such matter.

A Holder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee), the Issuer Trust, any Issuer Trustee, or any person or entity.

Section 6.9 Inspection of Records.

Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Issuer Trust shall be open to inspection by Holders during normal business hours for any purpose reasonably related to such Holder’s interest as a Holder.

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ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Section 7.1 Representations and Warranties of the Property Trustee and the Delaware Trustee.

The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Holders that:

(a) the Property Trustee is a trust company, duly organized, validly existing and in good standing under the laws of Illinois;

(b) the Property Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;

(c) the Delaware Trustee is a Delaware banking corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.

(d) the Delaware Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;

(e) this Trust Agreement has been duly authorized, executed and delivered by the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware Trustee enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(f) the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Property Trustee and the Delaware Trustee and do not require any approval of stockholders of the Property Trustee and the Delaware Trustee and such execution, delivery and performance will not (i) violate the charter or by-laws of the Property Trustee or the Delaware Trustee, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or the Delaware Trustee is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the State of Illinois or the State of Delaware, as the case may be, governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Delaware Trustee;

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(g) neither the authorization, execution or delivery by the Property Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as the case may be) contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law of the State of Illinois or the State of Delaware, governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as appropriate in context), other than the filing of the Certificate of Trust with the Delaware Secretary of State; and

(h) there are no proceedings pending or, to the best of each of the Property Trustee’s and the Delaware Trustee’s knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Issuer Trust or would question the right, power and authority of the Property Trustee or the Delaware Trustee, as the case may be, to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Section 7.2 Representations and Warranties of Depositor.

The Depositor hereby represents and warrants for the benefit of the Holders that:

(a) the Trust Securities Certificates issued at the Time of Delivery on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; and

(b) there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by any Issuer Trustee of this Trust Agreement.

ARTICLE VIII

THE ISSUER TRUSTEES

Section 8.1 Certain Duties and Responsibilities.

(a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement, subject to Section 12.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this Section 8.1. To the extent that, at law or in equity, an Administrative Trustee

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has duties and liabilities relating to the Issuer Trust or to the Holders, such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder for such Administrative Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Administrative Trustees.

(b) All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Holder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Issuer Trustees are not personally liable to such Holder for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Issuer Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act.

(c) If an Event of Default has occurred and is continuing, the Property Trustee shall enforce this Trust Agreement for the benefit of the Holders.

(d) The Property Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Trust Agreement (including pursuant to Section 12.10), and no implied covenants shall be read into this Trust Agreement against the Property Trustee. If an Event of Default has occurred (that has not been cured or waived pursuant to Section 5.14, the Property Trustee shall exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(e) No provision of this Trust Agreement shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Property Trustee shall be determined solely by the express provisions of this Trust Agreement (including pursuant to Section 12.10), and the Property Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Trust Agreement (including pursuant to Section 12.10); and

(B) in the absence of bad faith on the part of the Property Trustee, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Trust Agreement; but in the case of any such certificates or opinions that by

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any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Property Trustee, the Property Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Trust Agreement;

(ii) the Property Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts;

(iii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of at least a Majority in Accreted Liquidation Amount of the STACKS relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement;

(iv) the Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Payment Account shall be to deal with such property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Trust Agreement and the Trust Indenture Act;

(v) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Depositor; and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law;

(vi) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Depositor with their respective duties under this Trust Agreement, nor shall the Property Trustee be liable for the default or misconduct of any other Issuer Trustee, the Administrative Trustees or the Depositor; and

(vii) subject to Section 8.1(c), no provision of this Trust Agreement shall require the Property Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Property Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Trust Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

(f) The Administrative Trustees shall not be responsible for monitoring the compliance by the other Issuer Trustees or the Depositor with their respective duties under this Trust Agreement, nor shall either Administrative Trustee be liable for the default or misconduct of any other Issuer Trustee or the Depositor.

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Section 8.2 Certain Notices.

Within thirty days after the occurrence of any Event of Default actually known to the Property Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in Section 12.8, notice of such Event of Default to the Holders and the Administrative Trustees, unless such Event of Default shall have been cured or waived.

Within five Business Days after the receipt of notice of the Depositor’s exercise of its right to defer the payment of interest on the Debentures pursuant to the Indenture, the Property Trustee shall transmit, in the manner and to the extent provided in Section 12.8, notice of such exercise to the Holders and the Administrative Trustees, unless such exercise shall have been revoked.

The Property Trustee shall not be deemed to have knowledge of any Event of Default unless the Property Trustee shall have received written notice or a Responsible Officer of the Property Trustee charged with the administration of this Trust Agreement shall have obtained actual knowledge of such Event of Default.

Section 8.3 Certain Rights of Property Trustee.

Subject to the provisions of Section 8.1:

(a) the Property Trustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) if (i) in performing its duties under this Trust Agreement the Property Trustee is required to decide between alternative courses of action, (ii) in construing any of the provisions of this Trust Agreement the Property Trustee finds the same ambiguous or inconsistent with any other provisions contained herein, or (iii) the Property Trustee is unsure of the application of any provision of this Trust Agreement, then, except as to any matter as to which the Holders of the STACKS are entitled to vote under the terms of this Trust Agreement, the Property Trustee shall deliver a notice to the Depositor requesting the Depositor’s opinion as to the course of action to be taken; provided, however, that if the Depositor fails to deliver such opinion, the Property Trustee may take such action, or refrain from taking such action, as the Property Trustee shall deem advisable and in the interests of the Holders, in which event the Property Trustee shall have no liability except for its own bad faith, negligence or willful misconduct;

(c) any direction or act of the Depositor or the Depositor contemplated by this Trust Agreement shall be sufficiently evidenced by an Officers’ Certificate;

(d) any direction or act of an Administrative Trustee contemplated by this Trust Agreement shall be sufficiently evidenced by a certificate executed by such Administrative Trustee and setting forth such direction or act;

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(e) the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refiling or re-registration thereof;

(f) the Property Trustee may consult with counsel of its own selection (which counsel may be counsel to the Depositor, the Depositor or any of their Affiliates, and may include any of its employees) and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such advice; the Property Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement from any court of competent jurisdiction;

(g) the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Holders pursuant to this Trust Agreement, unless such Holders shall have offered to the Property Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; provided that, nothing contained in this Section 8.3(g) shall be taken to relieve the Property Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Trust Agreement;

(h) the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing to do so by one or more Holders, but the Property Trustee may make such further inquiry or investigation into such facts or matters as it may see fit at the expense of the Depositor and shall incur no liability of any kind by reason of such inquiry or investigation;

(i) the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, provided that the Property Trustee shall be responsible for its own negligence or misconduct with respect to selection of any agent or attorney appointed by it hereunder;

(j) whenever in the administration of this Trust Agreement the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Property Trustee (i) may request instructions from the Holders (which instructions may only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities as would be entitled to direct the Property Trustee under the terms of the Trust Securities in respect of such remedy, right or action), (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in acting in accordance with such instructions; and

(k) except as otherwise expressly provided by this Trust Agreement, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Trust Agreement. No provision of this Trust Agreement shall be deemed to impose any duty or obligation on any Issuer Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any

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jurisdiction in which it shall be illegal, or in which such Person shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to any Issuer Trustee shall be construed to be a duty.

Section 8.4 Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Trust Securities Certificates shall be taken as the statements of the Issuer Trust and the Depositor, and the Issuer Trustees do not assume any responsibility for their correctness. The Issuer Trustees shall not be accountable for the use or application by the Depositor of the proceeds of the Debentures.

Section 8.5 May Hold Securities.

Any Issuer Trustee or any other agent of any Issuer Trustee or the Issuer Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and 8.13, and except as provided in the definition of the term “Outstanding” in Article I, may otherwise deal with the Issuer Trust with the same rights it would have if it were not Issuer Trustee or such other agent.

Section 8.6 Compensation; Indemnity; Fees.

The Depositor agrees:

(a) to pay to the Issuer Trustees from time to time such reasonable compensation for all services rendered by them hereunder as may be separately agreed by the Depositor and the Issuer Trustees from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Issuer Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Issuer Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by their own negligence, bad faith or willful misconduct; and

(c) to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Issuer Trustee, (ii) any Affiliate of any Issuer Trustee, (iii) any officer, director, shareholder, employee, representative or agent of any Issuer Trustee, and (iv) any employee or agent of the Issuer Trust (referred to herein as an “Indemnified Person”) from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, operation or dissolution of the Issuer Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Issuer Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Trust Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence, bad faith or willful misconduct with respect to such acts or omissions.

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The provisions of this Section 8.6 shall survive the termination of this Trust Agreement and the removal or resignation of any Issuer Trustee. No Issuer Trustee may claim any Lien on any Trust Property as a result of any amount due pursuant to this Section 8.6.

The Depositor and any Issuer Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Issuer Trust, and the Issuer Trust and the Holders of Trust Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Issuer Trust, shall not be deemed wrongful or improper. Neither the Depositor nor any Issuer Trustee shall be obligated to present any particular investment or other opportunity to the Issuer Trust even if such opportunity is of a character that, if presented to the Issuer Trust, could be taken by the Issuer Trust, and the Depositor and any Issuer Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Issuer Trustee may engage or be interested in any financial or other transaction with the Depositor or any Affiliate of the Depositor, or may act as depository for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Depositor or its Affiliates.

Section 8.7 Corporate Property Trustee Required; Eligibility of Issuer Trustees and Administrative Trustees.

(a) There shall at all times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a Person that is a national or state chartered bank and eligible pursuant to the Trust Indenture Act to act as such and that has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 8.7 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this Section 8.7, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VIII. At the time of appointment, the Property Trustee must have securities rated in one of the three highest rating categories by a nationally recognized statistical rating organization.

(b) There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity.

(c) There shall at all times be a Delaware Trustee with respect to the Trust Securities. The Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of the State of Delaware, or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the requirements of applicable Delaware law and that shall act through one or more persons authorized to bind such entity.

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Section 8.8 Conflicting Interests.

(a) If the Property Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Trust Agreement.

(b) The Guarantee Agreement and the Indenture shall be deemed to be specifically described in this Trust Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

Section 8.9 Co-Trustees and Separate Trustee.

Unless and until a Debenture Event of Default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust Property may at the time be located, the Holder of Common Securities and the Administrative Trustees shall have the power to appoint one or more Persons either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to the extent required by law to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If a Debenture Event of Default shall have occurred and be continuing, the Property Trustee shall have the sole power to so appoint such a co-trustee or separate trustee, and upon the written request of the Property Trustee, the Depositor, and the Administrative Trustees shall for such purpose join with the Property Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to appoint, such co-trustee or separate trustee. Any co-trustee or separate trustee appointed pursuant to this Section shall either be (i) a natural person who is at least 21 years of age and a resident of the United States, or (ii) a legal entity with its principal place of business in the United States that shall act through one or more persons authorized to bind such entity.

Should any written instrument from the Depositor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Depositor.

Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

(a) The Trust Securities shall be executed by one or more Administrative Trustees, and the Trust Securities shall be delivered by the Property Trustee, and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Property Trustee specified hereunder shall be exercised solely by the Property Trustee and not by such co-trustee or separate trustee.

(b) The rights, powers, duties, and obligations hereby conferred or imposed upon the Property Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee or by the Property Trustee and

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such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee.

(c) The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Depositor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 8.9, and, in case a Debenture Event of Default has occurred and is continuing, the Property Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Depositor. Upon the written request of the Property Trustee, the Depositor shall join with the Property Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigning or removed may be appointed in the manner provided in this Section 8.9.

No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Property Trustee or any other trustee hereunder.

(d) The Property Trustee shall not be liable by reason of any act of a co-trustee or separate trustee.

(e) Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Section 8.10 Resignation and Removal; Appointment of Successor.

No resignation or removal of any Issuer Trustee (the “Relevant Trustee”) and no appointment of a successor Issuer Trustee pursuant to this Article VIII shall become effective until the acceptance of appointment by the successor Issuer Trustee in accordance with the applicable requirements of Section 8.11.

Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by giving written notice thereof to the Holders and by appointing a successor Relevant Trustee. The Relevant Trustee shall appoint a successor by requesting from at least three Persons meeting the eligibility requirements its expenses and charges to serve as the Relevant Trustee on a form provided by the Administrative Trustees, and selecting the Person who agrees to the lowest expenses and charges. If the instrument of acceptance by the successor Issuer Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee within 60 days after the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the Depositor, in the case of the Property Trustee, any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

The Administrative Trustees, or any of them, may be removed at any time by Act of the Holders of Common Securities delivered to the Relevant Trustee.

The Property Trustee or the Delaware Trustee, or both of them, may be removed by Act of the Holders of at least a Majority in Accreted Liquidation Amount of the STACKS, delivered to the Relevant Trustee (in its individual capacity and, in the case of the Property Trustee, on

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behalf of the Issuer Trust) (i) for cause (including upon the occurrence of an Event of Default described in subparagraph (d) of the definition thereof with respect to the Relevant Trustee), or (ii) at any time if a Debenture Event of Default shall have occurred and be continuing. Unless and until a Debenture Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at any time by Act of the Holders of the Common Securities.

If a resigning Property Trustee or Delaware Trustee shall fail to appoint a successor, or if the Property Trustee or the Delaware Trustee shall be removed or become incapable of acting as Issuer Trustee, or if a vacancy shall occur in the office of the Property Trustee or the Delaware Trustee for any cause, the Holders of the Common Securities by Act of such Holders delivered to the Relevant Trustee or, if a Debenture Event of Default shall have occurred and be continuing, the Holders of the STACKS, by Act of the Holders of not less than 25% in aggregate Accreted Liquidation Amount of the STACKS then Outstanding delivered to such Relevant Trustee, may appoint a successor Relevant Trustee or Trustees, and such successor Issuer Trustee shall comply with the applicable requirements of Section 8.11. If no successor Relevant Trustee shall have been so appointed by the Holders of the Common Securities or STACKS, as the case may be, and accepted appointment in the manner required by Section 8.11, any Holder, on behalf of such Holder and all others similarly situated, or any other Issuer Trustee, may petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

The Property Trustee shall give notice of each resignation and each removal of an Issuer Trustee and each appointment of a successor Issuer Trustee to all Holders in the manner provided in Section 12.8 and shall give notice to the Depositor and to the Administrative Trustees. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Property Trustee.

Notwithstanding the foregoing or any other provision of this Trust Agreement, if any Delaware Trustee who is a natural person dies or becomes, in the opinion of the Holders of the Common Securities, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the Property Trustee following the procedures regarding expenses and charges set forth above (with the successor being a Person who satisfies the eligibility requirement for the Delaware Trustee set forth in Section 8.7).

Section 8.11 Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Issuer Trust, and (b) shall add to or change any of the provisions of this Trust Agreement as shall be necessary to provide for or facilitate the administration of the Issuer Trust by more than one Relevant Trustee, it being understood that nothing herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring

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Relevant Trustee, other than the filing of an amendment to the Certificate of Trust to the extent required under the Delaware Statutory Trust Act; but, on request of the Issuer Trust or any successor Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder with respect to the Trust Securities and the Issuer Trust.

Upon request of any such successor Relevant Trustee, the Issuer Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph.

No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article VIII.

Section 8.12 Merger, Conversion, Consolidation or Succession to Business.

Any Person into which the Property Trustee or the Delaware Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any Person, succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided that such Person shall be otherwise qualified and eligible under this Article VIII, without the execution or filing of any paper or any further act on the part of any of the parties hereto, other than the filing of an amendment to the Certificate of Trust to the extent required under the Delaware Statutory Trust Act.

Section 8.13 Preferential Collection of Claims Against Depositor or Issuer Trust.

If and when the Property Trustee shall be or become a creditor of the Depositor or the Issuer Trust (or any other obligor upon the STACKS), the Property Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Depositor or the Issuer Trust (or any such other obligor).

Section 8.14 Trustee May File Proofs of Claim.

In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Trust or any other obligor upon the Trust Securities or the property of the Issuer Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable and irrespective of whether the Property Trustee shall have made any demand on the Issuer Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

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(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Property Trustee and, in the event the Property Trustee shall consent to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee.

Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement adjustment or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 8.15 Reports by Property Trustee.

(a) Within 60 days after May 15 of each year commencing with May 15, 2005, the Property Trustee shall transmit to all Holders in accordance with Section 12.8, and to the Depositor, a brief report dated as of the immediately preceding May 15 with respect to:

(i) its eligibility under Section 8.7 or, in lieu thereof, if to the best of its knowledge it has continued to be eligible under said Section, a written statement to such effect;

(ii) a statement that the Property Trustee has complied with all of its obligations under this Trust Agreement during the twelve-month period (or, in the case of the initial report, the period since the Closing Date) ending with such May 15 or, if the Property Trustee has not complied in any material respect with such obligations, a description of such noncompliance; and

(iii) any change in the property and funds in its possession as Property Trustee since the date of its last report and any action taken by the Property Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion materially affects the Trust Securities.

(b) In addition, the Property Trustee shall transmit to Holders such reports concerning the Property Trustee and its actions under this Trust Agreement as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

(c) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Property Trustee with each national stock exchange, the Nasdaq National Market or such other interdealer quotation system or self-regulatory organization upon which the STACKS are listed or quoted, if any, and with the Commission, the Depositor and the Depositor.

Section 8.16 Reports to the Property Trustee.

Each of the Depositor and the Administrative Trustees shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust

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Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. The Depositor and the Administrative Trustees shall annually file with the Property Trustee a certificate specifying whether such Person is in compliance with all of the terms and covenants (if any) applicable to such Person hereunder.

Section 8.17 Evidence of Compliance with Conditions Precedent.

Each of the Depositor and the Administrative Trustees shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Trust Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers’ Certificate.

Section 8.18 Number of Issuer Trustees.

(a) The number of Issuer Trustees shall be four, unless the Property Trustee also acts as the Delaware Trustee, in which case the number of Issuer Trustees may be three.

(b) If an Issuer Trustee ceases to hold office for any reason, a vacancy shall occur. The vacancy shall be filled with an Issuer Trustee appointed in accordance with Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of an Issuer Trustee shall not operate to annul or dissolve the Issuer Trust.

Section 8.19 Delegation of Power.

(a) Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in Section 2.7(a) or making any governmental filing; and

(b) The Administrative Trustees shall have power to delegate from time to time to such of their number the doing of such things and the execution of such instruments either in the name of the Issuer Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of this Trust Agreement.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND MERGER

Section 9.1 Dissolution Upon Expiration Date.

Unless earlier dissolved, the Issuer Trust shall automatically dissolve, and its affairs be wound up, on August 15, 2043 (the “Expiration Date”), following the distribution of the Trust Property in accordance with Section 9.4.

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Section 9.2 Early Dissolution.

The first to occur of any of the following events is an “Early Dissolution Event”:

(a) the occurrence of a Bankruptcy Event in respect of, or the dissolution or liquidation of, the Depositor, unless the Common Securities shall be transferred as provided by Section 5.10, in which case this provision shall refer instead to any such successor Holder of the Common Securities;

(b) the written direction to the Property Trustee from all of the Holders of the Common Securities at any time to dissolve the Issuer Trust and to distribute the Debentures to Holders in exchange for the STACKS (which direction is optional and wholly within the discretion of the Holders of the Common Securities);

(c) the redemption of all of the STACKS in connection with the redemption or repayment of all the Debentures; and

(d) the entry of an order for dissolution of the Issuer Trust by a court of competent jurisdiction.

Section 9.3 Dissolution.

The respective obligations and responsibilities of the Issuer Trustees, the Administrative Trustees and the Issuer Trust created and continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by the Property Trustee to Holders of all amounts required to be distributed hereunder upon the liquidation of the Issuer Trust pursuant to Section 9.4, or upon the redemption of all of the Trust Securities pursuant to Section 4.2; (b) the payment of any expenses owed by the Issuer Trust; and (c) the discharge of all administrative duties of the Administrative Trustees, including the performance of any tax reporting obligations with respect to the Issuer Trust or the Holders.

Section 9.4 Liquidation.

(a) If an Early Dissolution Event specified in clause (a), (b) or (d) of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Holder a Like Amount of Debentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder’s address appearing in the Securities Register. All such notices of liquidation shall:

(i) state the CUSIP Number of the Trust Securities;

(ii) state the Liquidation Date;

(iii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures, or if Section 9.4(d) applies, a right to receive a Liquidating Distribution; and

(iv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or if Section 9.4(d) applies, receive a Liquidation Distribution, as the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate.

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(b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Debentures to Holders, the Property Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates.

(c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such Certificates to the exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Holders holding Trust Securities will cease, except the right of such Holders to receive Debentures upon surrender of Trust Securities Certificates.

(d) If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved and its affairs wound-up, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, an amount equal to the Accreted Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such dissolution, winding up or termination, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Accreted Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of STACKS, except that, if a Debenture Event of Default specified in Section 501(1) or 501(2) of the Indenture has occurred and is continuing, the STACKS shall have a priority over the Common Securities as provided in Section 4.3.

Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust.

The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common

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Securities, with the consent of the Administrative Trustees, but without the consent of the Holders of the STACKS, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the STACKS, or (b) substitutes for the STACKS other securities having substantially the same terms as the STACKS (the “Successor Securities”) so long as the Successor Securities have the same priority as the STACKS with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the STACKS are listed, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the STACKS (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the STACKS (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the STACKS (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (viii) the Depositor or its permitted transferee owns all of the Common Securities of such successor entity and the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the STACKS, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

ARTICLE X

Remarketing and Reset Rate Mechanics

Section 10.1 Obligation to Conduct Remarketing and Related Requirements.

(a) The Depositor and the Issuer Trust shall appoint a nationally recognized investment banking firm as Remarketing Agent and enter into a Remarketing Agreement at least 30 days prior to each Remarketing Date. The Depositor and the Issuer Trust may appoint different Remarketing Agents for Remarketings on and in connection with different Remarketing Dates, provided that they shall have appointed a Remarketing Agent and caused the related Remarketing Agreement to be in effect for the period commencing not less than 30 days prior to the related Remarketing Date and continuing through such Remarketing Date and the

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determination in accordance with this Article X that the related Remarketing is a Successful Remarketing or Failed Remarketing. Each Remarketing Agreement shall include such terms, conditions and other provisions as the Depositor, the Issuer Trust and the Remarketing Agent may agree among themselves but shall in any event include provisions to substantially the following effect:

(i) provide that the Remarketing Agent will use its commercially reasonable efforts to obtain a price for the STACKS to be remarketed in the Remarketing which results in proceeds, net of the Remarketing Agent’s Fee, equal to at least 100% of their aggregate Accreted Liquidation Amount, plus accrued and unpaid distributions, if any, to the Remarketing Settlement Date (including the Additional Interest, if any, that remains accrued and unpaid on the Remarketing Settlement Date because the Depositor has exercised its right to defer interest on the Debentures in accordance with Section 313 of the Base Indenture);

(ii) provide that the Remarketing Agent will in its sole discretion reset the Distribution Rate on the STACKS (as a yield to the Scheduled Redemption Date unless the Depositor elects, pursuant to Section 2.12 of the Indenture Supplement and Section 10.2 of this Agreement, to cause interest on the Debentures to be paid in cash, and then as a rate per annum for payment of interest in cash on each applicable Distribution Date) in order to give effect to clause (i) above for Distribution Periods commencing on or after such Remarketing Settlement Date, subject to Section 10.3;

(iii) provide that the Remarketing Agent will deduct the Remarketing Agent’s Fee from the proceeds of the Remarketing and remit any proceeds remaining after such deduction to or at the direction of the Property Trustee, who either will apply such proceeds (or will have given the Remarketing Agent instructions to remit such proceeds in a manner that will result in their application) as follows (allocated to the STACKS that participated in the Remarketing on a pro rata basis in proportion to their Accreted Liquidation Amounts):

(x) to the extent such proceeds relate to STACKS that are a part of Normal Common SPACES, to pay such proceeds up to the aggregate Par Proceeds Remarketing Amount to the Stock Purchase Contract Agent for application in accordance with the Stock Purchase Contract Agreement and to pay the Excess Proceeds Remarketing Amount, if any, to the applicable selling Holders; and

(y) to the extent the proceeds relate to Separate STACKS, to pay such proceeds to the applicable selling Holders; and

(iv) provide that the Remarketing Agent’s Fee for the Remarketing will be as agreed among the Depositor, the Issuer Trust and the Remarketing Agent and set forth in the Remarketing Agreement.

(b) The Depositor and the Issuer Trust shall use their commercially reasonable efforts to effect remarketing of the STACKS as described in this Article X. If in the judgment of counsel to the Depositor or to the Remarketing Agent it is necessary for a registration statement covering the STACKS to have been filed and have become effective under the Securities Act in

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order to effect the Remarketing, then the Depositor and the Issuer Trust shall use their commercially reasonable efforts (i) to ensure that a registration statement covering the full Accreted Liquidation Amount of STACKS to be remarketed shall have become effective in a form that will enable the Remarketing Agent to rely on it in connection with the Remarketing or (ii) effect such Remarketing pursuant to Rule 144A under the Securities Act or another available exemption from the registration requirements under the Securities Act.

Section 10.2 Depositor Decisions in Connection With Remarketing.

In connection with Remarketings, the Depositor shall have the right hereunder to change certain terms of the STACKS (and under Section 2.12 of the Indenture Supplement the Depositor has the right to make corresponding changes in certain terms of the Debentures) as provided below in this Section 10.2. By not later than the 30th day prior to each Remarketing Date, the Depositor will specify the following information or decisions in a notice to the Remarketing Agent, the Property Trustee, the Debenture Trustee and the Stock Purchase Contract Agent (paragraphs (a) through (e) applying only if the Remarketing is Successful and paragraph (f) applying only if the related Remarketing Settlement Date is August 15, 2008 and the Remarketing is a Failed Remarketing):

(a) whether from and after the Remarketing Settlement Date the Debentures will pay interest (and, accordingly, the STACKS will pay Distributions) in cash (it being understood and agreed that, unless the Depositor affirmatively elects to cause the Debentures to pay interest (and the STACKS to pay Distributions) in cash from and after the Remarketing Settlement Date, interest will not be paid or Distributions made in cash but, instead, will accrete in accordance with Section 4.1(a) of this Agreement and Section 2.12 of the Indenture Supplement, as applicable);

(b) whether the Debenture Stated Maturity Date (and, accordingly, the Scheduled Redemption Date) will remain at August 15, 2038 or will be changed to an earlier date (specifying such date if applicable); provided, however, that the Debenture Stated Maturity Date may not be changed to a date earlier than the second anniversary of the Stock Purchase Date or, if the Remarketing Settlement Date occurs during an Extension Period, the fifth anniversary of the first day of such Extension Period;

(c) whether the Debentures (and, accordingly, the STACKS) will be redeemable at the Depositor’s option on a day prior to the Debenture Stated Maturity Date and, if so, the date on and after which the Debentures may be so redeemed and the redemption price or prices; provided, however, that an early redemption date for the Debentures and related early Redemption Date hereunder may not be a date earlier than the second anniversary of the Stock Purchase Date or, if the Remarketing Settlement Date occurs during an Extension Period, the fifth anniversary of the first day of such Extension Period;

(d) whether the Depositor elects, in connection with the Remarketing, to add any additional financial covenants to the Indenture applicable to the Debentures, including the form of supplemental indenture proposed to be entered into in order to give effect to such additional financial covenants if the Depositor is choosing to add any financial covenants;

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(e) whether in connection with such Remarketing the Depositor is exercising its right under Section 6.2 of the Indenture Supplement and Section 6.3 of the Guarantee Agreement to cause the subordination provisions in the Indenture applicable to the Debentures and in the Guarantee Agreement to no longer be of force and effect from and after the then current Remarketing Settlement Date; and

(f) if the Remarketing Settlement Date is August 15, 2008 and if the related Remarketing is a Failed Remarketing:

(i) whether the Debenture Stated Maturity Date (and, accordingly, the Scheduled Redemption Date) will remain at August 15, 2038 or will be changed to an earlier date (specifying such date if applicable); and

(ii) whether the Debentures (and, accordingly, the STACKS) will be redeemable at the Depositor’s option on a date prior to the Debenture Stated Maturity Date and, if so, the date on and after which the Debentures may be so redeemed;

provided, however, any changed Debenture Stated Maturity Date and Scheduled Redemption Date determined pursuant to clause (i) or early redemption date determined pursuant to clause (ii) may not be a date earlier than the second anniversary of the Stock Purchase Date or, if August 15, 2008 occurs during an Extension Period, the fifth anniversary of the first day of such Extension Period.

Section 10.3 Reset of Distribution Rate in Connection with Remarketings and Related Changes in Terms.

(a) As part of and in connection with each Remarketing, the Remarketing Agent shall reset the Distribution Rate, as contemplated by Section 10.1(a)(ii) and in accordance with the other provisions of this Article X, to a new rate (the “Reset Rate”), rounded to the nearest one-thousandth (0.001) of one percent per annum, that will apply to all STACKS (whether or not the Holders thereof participated in the Remarketing) if such Remarketing is Successful for each Distribution Period commencing on or after such Remarketing Settlement Date, subject to the following provisions and limitations:

(i) the Reset Rate in connection with a Remarketing for settlement on the Remarketing Settlement Date, if such date is on or prior to May 15, 2008, may not be reset to a rate per annum that exceeds the Reset Cap; and

(ii) the Reset Rate may not be less than 0% per annum in connection with any Remarketing.

(b) If the Remarketing has been determined to be Successful in accordance with Section 10.4(e), by approximately 4:30 P.M., New York City time, on any Remarketing Date, the Remarketing Agent shall notify the Depositor, the Property Trustee, the Debenture Trustee and the Stock Purchase Contract Agent that the Remarketing was Successful and the Reset Rate determined as part of such Remarketing in accordance with this Article X.

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(c) If a Remarketing is Successful, then commencing with the related Remarketing Settlement Date the Distribution Rate shall be reset to the Reset Rate determined in accordance with this Article X pursuant to such Remarketing and the other changes, if any, in the terms of the Debentures and the STACKS, as applicable, as notified by the Depositor pursuant to Section 10.2, shall become effective (in accordance with the Indenture in the case of the Debentures).

(d) If a Remarketing for a settlement on a Remarketing Settlement Date prior to August 15, 2008 is not Successful:

(i) no STACKS will be sold in such Remarketing;

(ii) the Distribution Rate will remain unchanged unless and until it is reset pursuant to a subsequent Remarketing in accordance with this Article X;

(iii) the other changes, if any, in the terms of the Debentures and the STACKS, as applicable, as notified by the Depositor pursuant to Section 10.2, shall not become effective (whether pursuant to this Agreement in the case of the STACKS or pursuant to the Indenture in the case of the Debentures); and

(iv) the Depositor, the Issuer Trust and the applicable Remarketing Agent shall attempt another Remarketing on the next succeeding date that is a Remarketing Settlement Date.

(e) If a Remarketing for a settlement on the August 15, 2008 Remarketing Settlement Date is not Successful:

(i) no STACKS will be sold in such Remarketing and no further attempts at Remarketing shall be made;

(ii) the Distribution Rate will remain unchanged and, in accordance with the Indenture Supplement, the Debentures will continue to bear cash interest (and under this Agreement the STACKS will continue to bear cash distributions) at the Distribution Rate otherwise in effect, payable semi-annually on each February 15 and August 15 thereafter;

(iii) the other changes, if any, in the terms of the Debentures and the STACKS, as applicable, as notified by the Depositor pursuant to clauses (a) through (e) of the second sentence in Section 10.2, shall not become effective (whether pursuant to the Agreement in the case of the STACKS or pursuant to the Indenture in the case of the Debentures);

(iv) the Debenture Stated Maturity Date, Scheduled Redemption Date, and early redemption date for the Debentures and STACKS, will change in accordance with paragraph (f) of the second sentence of Section 10.2, as applicable;

(v) in the case of STACKS that are included in Normal Common SPACES, such STACKS will be applied in satisfaction of the Holders’ obligations under Stock Purchase Contracts in accordance with the Pledge Agreement; and

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(vi) in the case of Separate STACKS, such STACKS will be returned to the related Holders in accordance with the Pledge Agreement and Holders of Separate STACKS will have the rights provided for in Section 10.5.

Section 10.4 Remarketing Procedures.

(a) The Property Trustee will give Holders hereunder, the Stock Purchase Contract Agreement provides the Stock Purchase Agent will give Holders (as defined therein) of Common SPACES, and the Depositor will request that DTC give to its participants holding Common SPACES or STACKS, notice of a Remarketing at least 21 Business Days prior to the related Remarketing Date. Such notice will set forth:

(i) whether for Distribution Periods commencing on or after the Remarketing Settlement Date the Debentures will pay interest (and, accordingly, the STACKS will pay distributions) in cash or instead will accrete interest and Distributions, as applicable, together with the applicable Distribution Dates and related record dates;

(ii) any change in the Debenture Stated Maturity Date and Scheduled Redemption Date and, if applicable, the date on and after which the Depositor will have the right to redeem the Debentures (resulting in a redemption by the Issuer Trust of the STACKS);

(iii) whether the Depositor’s obligations under the Debentures and the Guarantee Agreement will remain subordinated after the Remarketing Settlement Date;

(iv) any other changes in the terms of the Debentures or the STACKS notified by the Depositor in connection with such Remarketing pursuant to Section 10.2 (including, if the Remarketing Settlement Date is August 15, 2008 and the Remarketing is a Failed Remarketing, any change in the Debenture Stated Maturity Date and Scheduled Redemption Date and, if applicable, the date on or after which the Depositor will have the right to redeem the Debentures (resulting in a redemption by the Issuer of the SPACES));

(v) the procedures a beneficial owner must follow if it holds its STACKS as a component of Normal Common SPACES to elect not to participate in the Remarketing and the date by which such election must be made;

(vi) the procedures a beneficial owner must follow if it holds Separate STACKS to elect to participate in the Remarketing; and

(vii) in the case of a Remarketing for settlement on the August 15, 2008 Remarketing Settlement Date, the procedures a beneficial owner must follow in the event such Remarketing is a Failed Remarketing if such beneficial owner holds Separate STACKS to exercise its Put Right.

(b) On any Remarketing Date, all outstanding STACKS included in Normal Common SPACES will be tendered or deemed tendered to the Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in the Remarketing. Each Holder of STACKS included in Normal Common SPACES, by purchasing such STACKS agrees to have

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such STACKS remarketed on any Remarketing Date (unless such Holder elects not to participate in the Remarketing as provided herein) and authorizes the Remarketing Agent to take any and all action on its behalf necessary to effect the Remarketing. On any Remarketing Date, each Holder of STACKS included in Normal Common SPACES will have the right to elect not to have its STACKS remarketed by giving notice and taking the other actions provided for in Section 5.05 of the Pledge Agreement.

(c) Each Holder of Separate STACKS may elect to have such Holder’s Separate STACKS remarketed in any Remarketing. A Holder making such an election must, pursuant to the Pledge Agreement, notify the Custodial Agent and deliver such Separate STACKS to the Custodial Agent on or prior to 5:00 P.M., New York City time, on or prior to the fifth Business Day immediately preceding the applicable Remarketing Date (but no earlier than the Distribution Date immediately preceding the applicable Remarketing Date). Any such notice and delivery may not be conditioned upon the level at which the Reset Rate is established in the Remarketing or any other condition. Any such notice and delivery may be withdrawn on or prior to 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the applicable Remarketing Date in accordance with the provisions set forth in the Pledge Agreement. Any such notice and delivery not withdrawn by such time will be irrevocable with respect to such Remarketing. Pursuant to Section 5.07(c) of the Pledge Agreement, promptly after 11:00 A.M., New York City time, on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent, based on the notices and deliveries received by it prior to such time, shall notify the Remarketing Agent of the Initial Liquidation Amount of Separate STACKS to be tendered for Remarketing and shall cause such Separate STACKS to be presented to the Remarketing Agent.

(d) If the Remarketing on a Remarketing Date is Successful, then the Remarketing Agent shall deduct the Remarketing Agent’s Fee to which it is entitled as provided in Section 10.1 and the related Remarketing Agreement from the proceeds of such Remarketing and remit the remaining proceeds to the Property Trustee in accordance with Section 10.1(a)(iii) for application as provided therein.

(e) If by 4:00 P.M., New York City time, on any Remarketing Date the Remarketing Agent has found buyers for all of the STACKS offered in the Remarketing in accordance with this Article X, a Successful Remarketing shall be deemed to have occurred. In the event of a Successful Remarketing, the Depositor shall issue a press release through Bloomberg Business News or other reasonable means of distribution stating that such Remarketing was successful and specifying the Reset Rate and shall post such information on its website on the World Wide Web.

(f) If, by 4:00 P.M., New York City time, on any Remarketing Date the Remarketing Agent is unable to find buyers for all of the STACKS offered in the Remarketing in accordance with this Article X, a Failed Remarketing shall be deemed to have occurred. In the event of a Failed Remarketing, the Depositor shall issue a press release through Bloomberg Business News or other reasonable means of distribution stating that such Remarketing was a Failed Remarketing and, if such Failed Remarketing was for settlement on August 15, 2008, stating the aggregate principal amount of Debentures that the Depositor will be required to repurchase as required pursuant to Section 2.7 of the Indenture Supplement, and the related aggregate Accreted Liquidation Amount of STACKS that the Issuer Trust will be required to purchase pursuant to Section 10.5, and publish such information on its website on the World Wide Web.

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(g) The right of each Holder (whether of Separate STACKS or of STACKS included in Normal Common SPACES) to have its STACKS remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) the Remarketing Agent is able to find a purchaser or purchasers for the STACKS offered in the Remarketing in accordance with this Article X and the Remarketing Agreement, and (iii) the purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required.

(h) Neither the Property Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of STACKS for remarketing.

Section 10.5 Put Right.

(a) Subject to Section 10.5(b), if there has not been a Successful Remarketing prior to August 15, 2008, Holders of STACKS will, subject to this Section 10.5, have the right (the “Put Right”) to require:

(i) the Property Trustee, as Holder (as defined in the Indenture) of Debentures, to exercise its right under Section 2.7 of the Indenture Supplement to require the Depositor to purchase thereunder a Like Amount of Debentures; and

(ii) as a consequence, to require the Depositor to purchase on August 15, 2008 under and in accordance with such Section 2.7 a Like Amount of Debentures for consideration per Debenture (the “Put Consideration”) of cash in an amount equal to 100% of their Accreted Principal Amount as of such date plus a note of the Depositor, bearing interest at the rate of 3.90% per annum, in the amount of the accrued and unpaid interest (including Additional Interest) to but excluding such date on such Debentures and payable on August 15, 2009 or, if August 15, 2008 is during an Extension Period and such Extension Period ends after August 15, 2009, the fifth anniversary of the first day of such Extension Period.

The Property Trustee will remit to each Holder of Separate STACKS making such election the Put Consideration upon receipt of the Put Consideration from the Depositor.

(b) The Put Right of a Holder of Separate STACKS will only be exercisable upon delivery of a notice to the Property Trustee by such Holder on or prior to 11:00 A.M., New York City time, on the second Business Day prior to the August 15, 2008 Remarketing Settlement Date. A Holder may give such notice by, when it makes its election under Section 10.4(c) to cause its STACKS to be offered in the Remarketing, stating in such notice that, in the event such Remarketing is in connection with the August 15, 2008 Remarketing Settlement Date and if such Remarketing is a Failed Remarketing, then such Holder makes the election provided for under this Section 10.5.

(c) The rights of Holders of STACKS included in Normal Common SPACES, including their Put Rights, will be subject to the security interest in favor of the Depositor provided for in the Pledge Agreement.

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Section 10.6 Common Securities.

The terms of the Common Securities shall automatically be modified as and when the terms of STACKS change pursuant to this Article, with the consequence that the terms of the STACKS shall at all times be identical to the terms of the Common Securities, except (i) for the subordination of the Common Securities pursuant to Section 4.3 and (ii) that Section 10.5 shall apply only to the STACKS.

ARTICLE XI

OTHER COMMON SPACES RELATED PROVISIONS

Section 11.1 Tax Treatment.

Each Holder of STACKS agrees, by acceptance of STACKS, and each Owner agrees, by acceptance of a beneficial interest in STACKS, to treat for all United States federal income tax purposes (i) itself as the owner of the Stock Purchase Contracts and the related ownership interest in the STACKS or treasury securities pledged under the Pledge Agreement, as the case may be, (ii) the Debentures as indebtedness of the Depositor, and (iii) the fair market value of each undivided beneficial interest in each $1,000 Initial Liquidation Amount of STACKS included in Normal Common SPACES as $1,000 and the fair market value of each Stock Purchase Contract as $0.

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.1 Limitation of Rights of Holders.

Except as set forth in Section 9.2, the death or incapacity of any person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Trust Agreement, nor entitle the legal representatives or heirs of such person or any Holder for such person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

Section 12.2 Amendment.

(a) This Trust Agreement may be amended from time to time by the Administrative Trustees and the Holders of all of the Common Securities, without the consent of any Holder of the STACKS, (i) to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which shall not be inconsistent with the other provisions of this Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Issuer Trust will not be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes at all times that any Trust Securities are outstanding, to ensure that the Issuer Trust will not be required to register as an “investment company” under the Investment Company Act or to ensure the treatment of the STACKS as Tier 1 regulatory capital under the prevailing

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Federal Reserve rules and regulations; provided, however, that in the case of either clause (i) or (ii), such action shall not adversely affect in any material respect the interests of any Holder. Any such amendment shall become effective when notice is given to the Holders of the STACKS.

(b) Except as provided in Section 12.2(c), any provision of this Trust Agreement may be amended by the Administrative Trustees, the Property Trustee, and the Holders of all of the Common Securities and with (i) the consent of Holders of at least a Majority in Accreted Liquidation Amount of the STACKS, and (ii) receipt by the Issuer Trustees of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Trustees or the Administrative Trustees in accordance with such amendment will not affect the Issuer Trust’s status as a grantor trust or cause the Issuer Trust to be taxable as a corporation or as other than a grantor trust for United States Federal income tax purposes or affect the Issuer Trust’s exemption from status as an “investment company” under the Investment Company Act.

(c) In addition to and notwithstanding any other provision in this Trust Agreement, without the consent of each affected Holder (such consent being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust Agreement may not be amended to (i) change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Trust Securities as of a specified date, or (ii) restrict the right of a Holder to institute suit for the enforcement of any such payment on or after such date; and notwithstanding any other provision herein, without the unanimous consent of the Holders (such consent being obtained in accordance with Section 6.3 or 6.6 hereof), this paragraph (c) of this Section 12.2 may not be amended.

(d) Notwithstanding any other provisions of this Trust Agreement, no Issuer Trustee shall enter into or consent to any amendment to this Trust Agreement that would cause the Issuer Trust to fail or cease to qualify for the exemption from status as an “investment company” under the Investment Company Act or to be taxable as a corporation or to be classified as other than a grantor trust for United States Federal income tax purposes.

(e) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of the Depositor and the Administrative Trustees, this Trust Agreement may not be amended in a manner that imposes any additional obligation on the Depositor, the Depositor or the Administrative Trustees.

(f) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of the Property Trustee, this Trust Agreement may not be amended in a manner that imposes any additional obligation on the Property Trustee.

(g) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of the Delaware Trustee, this Trust Agreement may not be amended in a manner that imposes any additional obligation on the Delaware Trustee.

(h) In the event that any amendment to this Trust Agreement is made, the Administrative Trustees or the Property Trustee shall promptly provide to the Depositor a copy of such amendment.

(i) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Trust Agreement that affects its own rights, duties or immunities

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under this Trust Agreement. The Property Trustee shall be entitled to receive an Opinion of Counsel and an Officers’ Certificate stating that any amendment to this Trust Agreement is in compliance with this Trust Agreement.

Section 12.3 Separability.

In case any provision in this Trust Agreement or in the Trust Securities Certificates shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.4 Governing Law.

This Trust Agreement and the rights and obligations of each of the Holders, the Issuer Trust, the Depositor, and the Issuer Trustees with respect to this Trust Agreement and the Trust Securities shall be construed in accordance with and governed by the laws of the State of Delaware without reference to its conflicts of laws provisions.

Section 12.5 Payments Due on Non-Business Day.

If the date fixed for any payment on any Trust Security shall be a day that is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding day that is a Business Day, with the same force and effect as though made on the date fixed for such payment, and no Distributions shall accumulate on such unpaid amount for the period after such date.

Section 12.6 Successors.

This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to the Depositor, the Issuer Trust, and any Issuer Trustee, including any successor by operation of law. Except in connection with a consolidation, merger or sale involving the Depositor that is permitted under Article Eight of the Indenture and pursuant to which the assignee agrees in writing to perform the Depositor’s obligations hereunder, the Depositor shall not assign its obligations hereunder.

Section 12.7 Headings.

The Article and Section headings are for convenience only and shall not affect the construction of this Trust Agreement.

Section 12.8 Reports, Notices and Demands.

Any report, notice, demand or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Holder, the Depositor or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of STACKS, to such Holder as such Holder’s name and address may appear on the Securities Register and (b) in the case of the Holder of the Common Securities or the Depositor, to Marshall & Ilsley Corporation, 770 North Water Street, Milwaukee, Wisconsin 53202, facsimile (414) 765-7801, Attention: General Counsel, or to such other

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address as may be specified in a written notice by the Depositor to the Property Trustee. Such notice, demand or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission. Such notice, demand or other communication to or upon the Depositor or the Holder of the Common Securities shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Depositor or the Holder of the Common Securities, as the case may be. Any notice, demand or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon the Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrative Trustees or the Issuer Trust shall be given in writing addressed to such Person as follows: (a) with respect to the Property Trustee, to BNY Midwest Trust Company, 2 North LaSalle Street, Chicago, Illinois 60602, Attention: Corporate Trust Administration; (b) with respect to the Delaware Trustee, to The Bank of New York (Delaware), White Clay Center, Route 203, Newark, Delaware 19711, Attention:                             ; (c) with respect to the Administrative Trustees, to them at c/o Marshall & Ilsley Corporation, 770 North Water Street 53202, facsimile (414) 765-7801; and (d) with respect to the Issuer Trust, to its principal office specified in Section 2.2, with a copy to the Property Trustee. Such notice, demand or other communication to or upon the Issuer Trust, the Property Trustee or the Administrative Trustees shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Issuer Trust, the Property Trustee or such Administrative Trustee.

Section 12.9 Agreement Not to Petition.

Each of the Issuer Trustees and the Depositor agree for the benefit of the Holders that, until at least one year and one day after the Issuer Trust has been dissolved in accordance with Article IX, they shall not file, or join in the filing of, a petition against the Issuer Trust under any bankruptcy, insolvency, reorganization or other similar law (including the United States Bankruptcy Code) (collectively, “Bankruptcy Laws”) or otherwise join in the commencement of any proceeding against the Issuer Trust under any Bankruptcy Law. If the Depositor takes action in violation of this Section 12.9, the Property Trustee agrees, for the benefit of Holders, that at the expense of the Depositor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Depositor against the Issuer Trust or the commencement of such action and raise the defense that the Depositor has agreed in writing not to take such action and should be stopped and precluded therefrom and such other defenses, if any, as counsel for the Issuer Trustee or the Issuer Trust may assert.

Section 12.10 Trust Indenture Act; Conflict with Trust Indenture Act.

(a) Except as otherwise expressly provided herein, the Trust Indenture Act shall apply as a matter of contract to this Trust Agreement for purposes of interpretation, construction and defining the rights and obligations hereunder, and this Trust Agreement, the Depositor, the Depositor and the Property Trustee shall be deemed for all purposes hereof to be subject to and governed by the Trust Indenture Act to the same extent as would be the case if this Trust Agreement were qualified under that Act on the date hereof. Except as otherwise expressly provided herein, if and to the extent that any provision of this Trust Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

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(b) The Property Trustee shall be the only Issuer Trustee that is a trustee for the purposes of the Trust Indenture Act.

(c) The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Issuer Trust.

Section 12.11 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.

Section 12.12 Counterparts.

This Trust Agreement may contain more than one counterpart of the signature page and this Trust Agreement may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Trust Agreement.

MARSHALL & ILSLEY CORPORATION, as Depositor

By:

Name:

Title:

BNY MIDWEST TRUST COMPANY, as Property Trustee

By:

Name:

Title:

THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee

By:

Name:

Title:

Randall J. Erickson,

as Administrative Trustee

Donald H. Wilson,

as Administrative Trustee

EXHIBIT A

STATE OF	)
	) ss
COUNTY OF	)

On              before me, the undersigned, a Notary Public in and for the                     , personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of which such person acted.

WITNESS my hand and official seal

SIGNATURE:

(This area for official notarial seal)

STATE OF	)
	) ss
COUNTY OF	)

On              before me, the undersigned, a Notary Public in and for the                     , personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of which such person acted.

WITNESS my hand and official seal

SIGNATURE:

(This area for official notarial seal)

STATE OF	)
	) ss
COUNTY OF	)

On              before me, the undersigned, a Notary Public in and for the                     , personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of which such person acted.

WITNESS my hand and official seal

SIGNATURE:

A-1

(This area for official notarial seal)

STATE OF	)
	) ss
COUNTY OF	)

On              before me, the undersigned, a Notary Public in and for the                     , personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of which such person acted.

WITNESS my hand and official seal

SIGNATURE:

(This area for official notarial seal)

STATE OF	)
	) ss
COUNTY OF	)

On              before me, the undersigned, a Notary Public in and for the                     , personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of which such person acted.

WITNESS my hand and official seal

SIGNATURE:

(This area for official notarial seal)

STATE OF	)
	) ss
COUNTY OF	)

On              before me, the undersigned, a Notary Public in and for the                     , personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in

-2-

his/her authorized capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of which such person acted.

WITNESS my hand and official seal

SIGNATURE:

(This area for official notarial seal)

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EXHIBIT B-3

[FORM OF COMMON SECURITIES CERTIFICATE]

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR

OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW

AND SECTION 5.10 OF THE TRUST AGREEMENT

Certificate Number              Number of Common Securities             

Certificate Evidencing Common Securities

of M&I Capital Trust B

3.90% Common Securities

(Initial Liquidation Amount $1,000 per Common Security)

M&I Capital Trust B, a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that                      (the “Holder”) is the registered owner of                      (            ) Common Securities of the Issuer Trust representing undivided common beneficial interests in the assets of the Issuer Trust and designated the 3.90% Common Securities (Initial Liquidation Amount $1,000 per Common Security) (the “Common Securities”). Except in accordance with the Trust Agreement (as defined below), the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of July 29, 2004, as the same may be amended from time to time (the “Trust Agreement”), among Marshall & Ilsley Corporation, as Depositor, BNY Midwest Trust Company, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustees named therein, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

Terms used but not defined herein have the meanings set forth in the Trust Agreement.

IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust has executed this certificate this          day of             , 20      .

M&I CAPITAL TRUST B
By:
Name:
Title:	Administrative Trustee

EXHIBIT C

[FORM OF STACKS CERTIFICATE]

[This STACKS Certificate is a Book-Entry STACKS Certificate within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of a Clearing Agency or a nominee of a Clearing Agency. This STACKS Certificate is exchangeable for STACKS Certificates registered in the name of a person other than the Clearing Agency or its nominee only in the limited circumstances described in the Trust Agreement and may not be transferred except as a whole by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or another nominee of the Clearing Agency, except in the limited circumstances described in the Trust Agreement.

Unless this STACKS Certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation (“DTC”), to M&I Capital Trust B or its agent for registration of transfer, exchange or payment, and any STACKS Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]¹

NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY (A “PLAN ASSET ENTITY”), AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN, MAY ACQUIRE OR HOLD THIS STACKS CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH ACQUISITION OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER ERISA SECTION 406 OR CODE SECTION 4975, OR SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING AND, IN THE CASE OF ANY PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1, HAS COMPLIED WITH ANY REQUEST BY THE DEPOSITOR OR THE ISSUER TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE AVAILABILITY OF SUCH EXEMPTION. ANY PURCHASER OR HOLDER OF THIS STACKS CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT (A) IT IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN, (B) ITS PURCHASE AND HOLDING OF SUCH SECURITIES WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER ERISA SECTION 406 OR CODE SECTION 4975, OR (C) IT IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING.

¹ Insert on Global Certificates only.

C-1

Certificate Number __________ Number of STACKS ________

CUSIP NO. 55258Q 20 4

Certificate Evidencing STACKS

of M&I Capital Trust B

3.90% STACKS

(Initial Liquidation Amount $1,000 per STACKS)

M&I Capital Trust B, a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that                      (the “Holder”) is the registered owner of                                  (                    ) STACKS of the Issuer Trust representing an undivided preferred beneficial interest in the assets of the Issuer Trust and designated the M&I Capital Trust B 3.90% STACKS (Initial Liquidation Amount $1,000 per STACKS) (the “STACKS”). The STACKS are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the STACKS are set forth in, and this certificate and the STACKS represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of July 29, 2004, as the same may be amended from time to time (the “Trust Agreement”), among Marshall & Ilsley Corporation, as Depositor, BNY Midwest Trust Company, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustees named therein, and the Holders of Trust Securities, including the designation of the terms of the STACKS as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement, dated as of July 29, 2004 (the “Guarantee Agreement”), by and between Marshall & Ilsley Corporation, as Guarantor, and BNY Midwest Trust Company, as Guarantee Trustee, to the extent provided therein. The Issuer Trust will furnish a copy of the Issuer Trust Agreement and the Guarantee Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust has executed this certificate this              day of             

M&I CAPITAL TRUST B
By:
Name:
Title:	Administrative Trustee

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this STACKS to:                                          (Insert assignee’s social security or tax identification number)                                  (Insert address and zip code of assignee) and irrevocably appoints                                                   agent to transfer this STACKS Certificate on the books of the Issuer Trust. The agent may substitute another to act for him or her.

Date:             

Signature:

(Sign exactly as your name appears on the other side of this STACKS Certificate) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.

EX-99.10

Exhibit 10

GUARANTEE AGREEMENT

by and between

MARSHALL & ILSLEY CORPORATION,

as Guarantor

and

BNY MIDWEST TRUST COMPANY,

as Guarantee Trustee

relating to

M&I CAPITAL TRUST B

Dated as of July [  ], 2004

MARSHALL & ILSLEY CORPORATION

Reconciliation and tie between Trust Indenture Act of 1939 and Guarantee Agreement, dated as of July 29, 2004

Trust Indenture Act Section	Guarantee Section
§ 310(a)	4.1(a)
(b)	2.8, 4.1(c)
(c)	Not applicable
§ 311(a)	2.2(b)
(b)	2.2(b)
(c)	Not applicable
§ 312(a)	2.2(a)
(b)	2.2(b)
§ 313	2.3
§ 314(a)	2.4
(b)	Not applicable
(c)	2.5
(d)	Not applicable
(e)	1.1, 2.5, 3.2
(f)	2.1, 3.2
§ 315(a)	3.1(d)
(b)	2.7
(c)	3.1(c)
(d)	3.1(d)
(e)	Not applicable
§ 316(a)	1.1, 2.6, 5.4
(b)	5.3
(c)	8.2
§ 317(a)	Not applicable
(b)	Not applicable
§ 318(a)	2.1
(b)	2.1
(c)	2.1

Note: This reconciliation and tie shall not, for any purpose be deemed to be part of the Guarantee Agreement.

Table of Contents

Page

ARTICLE I

Definitions

Section 1.1 Definitions. 1

ARTICLE II

Trust Indenture Act

Section 2.1	Trust Indenture Act; Application.	4
Section 2.2	List of Holders.	4
Section 2.3	Reports by the Guarantee Trustee.	5
Section 2.4	Periodic Reports to the Guarantee Trustee.	5
Section 2.5	Evidence of Compliance with Conditions Precedent.	5
Section 2.6	Events of Default; Waiver.	5
Section 2.7	Event of Default; Notice.	5
Section 2.8	Conflicting Interests.	6

ARTICLE III

Powers, Duties and Rights of the Guarantee Trustee

Section 3.1	Powers and Duties of the Guarantee Trustee.	6
Section 3.2	Certain Rights of Guarantee Trustee.	7
Section 3.3	Compensation; Indemnity; Fees.	9

ARTICLE IV

Guarantee Trustee

Section 4.1	Guarantee Trustee; Eligibility.	9
Section 4.2	Appointment, Removal and Resignation of the Guarantee Trustee.	10

ARTICLE V

Guarantee

Section 5.1	Guarantee.	11
Section 5.2	Waiver of Notice and Demand.	11
Section 5.3	Obligations Not Affected.	11
Section 5.4	Rights of Holders.	12
Section 5.5	Guarantee of Payment.	12
Section 5.6	Subrogation.	12
Section 5.7	Independent Obligations.	12

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ARTICLE VI

Covenants and Subordination

Section 6.1	Subordination.	13
Section 6.2	Pari Passu Guarantees.	13
Section 6.3	Guarantor Election to End Subordination.	13

ARTICLE VII

Termination

Section 7.1 Termination. 13

ARTICLE VIII

Miscellaneous

Section 8.1	Successors and Assigns.	14
Section 8.2	Amendments.	14
Section 8.3	Notices.	14
Section 8.4	Benefit.	15
Section 8.5	Governing Law.	15
Section 8.6	Counterparts.	15

-ii-

Guarantee Agreement, dated as of July 29, between Marshall & Ilsley Corporation, a Wisconsin corporation (the “Guarantor”), having its principal office at 770 North Water Street, Milwaukee, Wisconsin 53202, and BNY Midwest Trust Company, as trustee (the “Guarantee Trustee”), for the benefit of the Holders from time to time of the STACKS of M&I CAPITAL TRUST B, a Delaware statutory trust (the “Issuer Trust”).

RECITALS

WHEREAS, pursuant to an Amended and Restated Trust Agreement, of even date herewith (the “Trust Agreement”), among Marshall & Ilsley Corporation, as Depositor, the Property Trustee, the Delaware Trustee, and the Administrative Trustees (each as named therein) and the holders from time to time of undivided beneficial interests in the assets of the Issuer Trust, the Issuer Trust is issuing $400,000,000 aggregate Initial Liquidation Amount (as defined in the Trust Agreement) of its STACKS having the terms set forth in the Trust Agreement; and

WHEREAS, the STACKS will be issued by the Issuer Trust, and the proceeds thereof, together with the proceeds from the issuance of the Issuer Trust’s Common Securities, will be used to purchase the Debentures, which Debentures will be deposited with BNY Midwest Trust Company, as Property Trustee under the Trust Agreement, as trust assets; and

WHEREAS, as an incentive for the Holders to purchase the STACKS, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the STACKS the Guarantee Payments and to make certain other payments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase of STACKS by each Holder, which purchase the Guarantor hereby acknowledges shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time.

ARTICLE I

Definitions

Section 1.1 Definitions.

For all purposes of this Guarantee Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b) All other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c) The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d) All accounting terms used but not defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles;

(e) Unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Guarantee Agreement; and

(f) The words “hereby,” “herein,” “hereof” and “hereunder” and other words of similar import refer to this Guarantee Agreement as a whole and not to any particular Article, Section or other subdivision.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Officer” of any Person means any executive officer of such Person or any person authorized by or pursuant to a resolution of the Board of Directors (or equivalent body) of such Person.

“Base Indenture” has the meaning specified in the Trust Agreement.

“Board of Directors” means the board of directors of the Guarantor or any committee of the board of directors of the Guarantor, comprised of one or more members of the board of directors of the Guarantor or officers of the Guarantor, or both.

“Common Securities” has the meaning specified in the Trust Agreement.

“Debentures” has the meaning specified in the Trust Agreement.

“Distributions” has the meaning specified in the Trust Agreement.

“Event of Default” means (i) a default by the Guarantor in any of its payment obligations under this Guarantee Agreement or (ii) a default by the Guarantor in any other obligation hereunder that remains unremedied for 30 days.

“Guarantee Agreement” means this Guarantee Agreement, as modified, amended or supplemented from time to time.

“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the STACKS, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid Distributions required to be paid on the STACKS, to the extent the Issuer Trust shall have funds on hand available therefor at such time; (ii) the Redemption Price with respect to any STACKS called for redemption by the Issuer Trust, to the extent the Issuer Trust shall have funds on hand available therefor at such time; and (iii) upon a voluntary or involuntary dissolution, winding-up or liquidation of the Issuer Trust, other than in connection with the distribution of Debentures to the Holders or the redemption of the STACKS, the lesser of (a) the Liquidation Distribution with respect to the STACKS, to the extent that the Issuer Trust shall have funds on hand available therefor at such time, and (b) the amount of assets of the Issuer Trust remaining available for distribution to Holders on liquidation of the Issuer Trust.

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“Guarantee Trustee” means BNY Midwest Trust Company, solely in its capacity as Guarantee Trustee and not in its individual capacity, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee.

“Guarantor” has the meaning specified in the first paragraph of this Guarantee Agreement.

“Holder” means any Holder (as defined in the Trust Agreement) of any STACKS; provided, however, that in determining whether the holders of the requisite percentage of STACKS have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee.

“Indenture” has the meaning specified in the Trust Agreement.

“Indenture Supplement” has the meaning specified in the Trust Agreement.

“Issuer Trust” has the meaning specified in the first paragraph of this Guarantee Agreement.

“Liquidation Distribution” has the meaning specified in the Trust Agreement.

“List of Holders” has the meaning specified in Section 2.2(a).

“Majority in Accreted Liquidation Amount of the STACKS” has the meaning specified in the Trust Agreement.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by any two Authorized Officers of such person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include:

(a) a statement by each officer signing the Officers’ Certificate that such officer has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officers’ Certificate;

(c) a statement that such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of such officer, such condition or covenant has been complied with.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, company, limited liability company, trust, statutory or business trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Redemption Price” has the meaning set forth in the Trust Agreement.

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“Responsible Officer” means, with respect to the Guarantee Trustee, any Senior Vice President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer or any other officer of the Corporate Trust Department of the Guarantee Trustee and also means, with respect to a particular matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

“Senior Debt” has the meaning set forth in Section 6.1 of the Indenture Supplement.

“STACKS” has the meaning specified in the Trust Agreement.

“Stock Purchase Date” has the meaning specified in the Stock Purchase Contract Agreement, dated as of the date hereof, among the Guarantor and BNY Midwest Trust Company, as Stock Purchase Contract Agent.

“Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

“Trust Agreement” means the Amended and Restated Trust Agreement of the Issuer Trust referred to in the recitals to this Guarantee Agreement, as modified, amended or supplemented from time to time.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this Guarantee Agreement was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939, as so amended.

“Vice President,” when used with respect to the Guarantor, means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

ARTICLE II

Trust Indenture Act

Section 2.1 Trust Indenture Act; Application.

Except as otherwise expressly provided herein, the Trust Indenture Act shall apply as a matter of contract to this Guarantee Agreement for purposes of interpretation, construction and defining the rights and obligations hereunder, and this Guarantee Agreement, the Guarantor and the Guarantee Trustee shall be deemed for all purposes hereof to be subject to and governed by the Trust Indenture Act to the same extent as would be the case if this Guarantee Agreement were qualified under the Trust Indenture Act on the date hereof. Except as otherwise expressly provided herein, if and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 2.2 List of Holders.

(a) The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (a) semiannually, on or before June 30 and December 31 of each year, a list, in such form as the Guarantee

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Trustee may reasonably require, of the names and addresses of the Holders (a “List of Holders”) as of a date not more than 15 days prior to the delivery thereof, and (b) at such other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to the extent such information is in the possession or control of the Guarantor and has not otherwise been received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

(b) The Guarantee Trustee shall comply with the requirements of Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

Section 2.3 Reports by the Guarantee Trustee.

Within 60 days after May 15 each year, commencing May 15, 2005, the Guarantee Trustee shall provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. If this Guarantee Agreement shall have been qualified under the Trust Indenture Act, the Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

Section 2.4 Periodic Reports to the Guarantee Trustee.

The Guarantor shall provide to the Guarantee Trustee and the Holders such documents, reports and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act, provided that such documents, reports and information shall be required to be provided to the Securities and Exchange Commission only if this Guarantee Agreement shall have been qualified under the Trust Indenture Act.

Section 2.5 Evidence of Compliance with Conditions Precedent.

The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.

Section 2.6 Events of Default; Waiver.

The Holders of at least a Majority in Accreted Liquidation Amount of the STACKS may, by vote, on behalf of the Holders of all the STACKS, waive any past default or Event of Default and its consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 2.7 Event of Default; Notice.

(a) The Guarantee Trustee shall, within 30 days after the occurrence of an Event of Default known to the Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders, notice of any such Event of Default known to the Guarantee Trustee, unless such Event of Default has been cured

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before the giving of such notice, provided that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

(b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice, of such Event of Default.

Section 2.8 Conflicting Interests.

The Trust Agreement and the Indenture shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

ARTICLE III

Powers, Duties and Rights of the Guarantee Trustee

Section 3.1 Powers and Duties of the Guarantee Trustee.

(a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Guarantee Trustee hereunder. The right, title and interest of the Guarantee Trustee, as such, hereunder shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.

(b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

(c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1), and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. If an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(d) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement (including pursuant to Section 2.1), and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1); and

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(B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement (but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement);

(ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

(iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Accreted Liquidation Amount of the STACKS relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and

(iv) subject to Section 3.1(b), no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 3.2 Certain Rights of Guarantee Trustee.

(a) Subject to the provisions of Section 3.1:

(i) The Guarantee Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

(ii) Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed herein.

(iii) Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or

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omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of such request from the Guarantee Trustee, shall be promptly delivered by the Guarantor.

(iv) The Guarantee Trustee may consult with legal counsel, and the written advice or opinion of such legal counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Guarantor or any of its Affiliates and may be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction.

(v) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity satisfactory to it against the costs, expenses (including attorneys’ fees and expenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that nothing contained in this Section (a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee Agreement.

(vi) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the expense of the Guarantor and shall incur no liability of any kind by reason of such inquiry or investigation.

(vii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care hereunder.

(viii) Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be protected in acting in accordance with such instructions.

(b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty to act in accordance with such power and authority.

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Section 3.3 Compensation; Indemnity; Fees.

The Guarantor agrees:

(a) to pay to the Guarantee Trustee from time to time such reasonable compensation for all services rendered by it hereunder as may be agreed by the Guarantor and the Guarantee Trustee from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Guarantee Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision of this Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and

(c) to indemnify the Guarantee Trustee, any Affiliate of the Guarantee Trustee and any officer, director, shareholder, employee, representative or agent of the Guarantee Trustee (each, an “Indemnified Person”) for, and to hold each Indemnified Person harmless against, any loss, liability, claim, damage or expense incurred without negligence, willful misconduct or bad faith on the part of the Indemnified Person, arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The Guarantee Trustee will not claim or exact any lien or charge on any Guarantee Payments as a result of any amount due to it under this Guarantee Agreement.

The provisions of this Section 3.3 shall survive the termination of this Guarantee Agreement or the resignation or removal of the Guarantee Trustee.

ARTICLE IV

Guarantee Trustee

Section 4.1 Guarantee Trustee; Eligibility.

(a) There shall at all times be a Guarantee Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then, for the purposes of this Section 4.1 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

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(b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2.

(c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

Section 4.2 Appointment, Removal and Resignation of the Guarantee Trustee.

(a) Subject to Section 4.2(c), the Guarantee Trustee may be appointed or removed at any time by the action of the Holders of a Majority in Accreted Liquidation Amount of the STACKS delivered to the Guarantee Trustee and the Guarantor (i) for cause or (ii) if a Debenture Event of Default (as defined in the Trust Agreement) shall have occurred and be continuing at any time.

(b) Subject to Section 4.2(c), the Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by giving written notice thereof to the Holders and the Guarantor and by appointing a successor Guarantee Trustee. The Guarantee Trustee shall appoint a successor by requesting from at least three Persons meeting the requirements of Section 4.1(a) their expenses and charges to serve as the Guarantee Trustee, and selecting the Person who agrees to the lowest expenses and charges.

(c) The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee Trustee shall have been appointed and shall have accepted such appointment. No removal or resignation of a Guarantee Trustee shall be effective until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor and, in the case of any resignation, the resigning Guarantee Trustee.

(d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Holders and the Guarantor of a notice of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

(e) If a resigning Guarantee Trustee shall fail to appoint a successor, or if a Guarantee Trustee shall be removed or become incapable of acting as Guarantee Trustee and a replacement shall not be appointed prior to such resignation or removal, or if a vacancy shall occur in the office of Guarantee Trustee for any cause, the Holders of the STACKS, by the action of the Holders of record of not less than 25% in aggregate Accreted Liquidation Amount (as defined in the Trust Agreement) of the STACKS then Outstanding (as defined in the Trust Agreement) delivered to such Guarantee Trustee, may appoint a Successor Guarantee Trustee or Trustees. If no successor Guarantee Trustee shall have been so appointed by the Holders of the STACKS and accepted appointment, any Holder, on behalf of such Holder and all others similarly situated, or any other Guarantee Trustee, may petition any court of competent jurisdiction for the appointment of a successor Guarantee Trustee.

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ARTICLE V

Guarantee

Section 5.1 Guarantee.

The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer Trust), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer Trust may have or assert, except the defense of payment. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts to the Holders.

Section 5.2 Waiver of Notice and Demand.

The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, the Issuer Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

Section 5.3 Obligations Not Affected.

The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer Trust of any express or implied agreement, covenant, term or condition relating to the STACKS to be performed or observed by the Issuer Trust;

(b) the extension of time for the payment by the Issuer Trust of any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the STACKS or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the STACKS;

(c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the STACKS, or any action on the part of the Issuer Trust granting indulgence or extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the Issuer Trust;

(e) any invalidity of, or defect or deficiency in, the STACKS;

(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

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(g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment of the underlying obligation), it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

Section 5.4 Rights of Holders.

The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Accreted Liquidation Amount of the STACKS have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Section 5.5 Guarantee of Payment.

This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer Trust) or upon the distribution of Debentures to Holders as provided in the Trust Agreement.

Section 5.6 Subrogation.

The Guarantor shall be subrogated to all rights (if any) of the Holders against the Issuer Trust in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Section 5.7 Independent Obligations.

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer Trust with respect to the STACKS and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

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ARTICLE VI

Covenants and Subordination

Section 6.1 Subordination.

The obligations of the Guarantor under this Guarantee Agreement will constitute unsecured obligations of the Guarantor and will rank subordinate and junior in right of payment to all Senior Debt of the Guarantor to the extent and in the manner set forth in the Indenture with respect to the Debt Securities (as defined therein), and the provisions of Article XVIII of the Base Indenture will apply, mutatis mutandis, to the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder do not constitute Senior Debt of the Guarantor.

Section 6.2 Pari Passu Guarantees.

The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by any statutory trust, (ii) the Indenture and the Debt Securities (as defined therein) issued thereunder, (iii) any expense agreements entered into by the Guarantor in connection with the offering of preferred or capital securities by any statutory trust, and (iv) any other security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement.

Section 6.3 Guarantor Election to End Subordination.

The Guarantor may elect, at any time effective on or after the Stock Purchase Date, including in connection with a remarketing of the STACKS that its obligations hereunder shall be senior obligations instead of subordinated obligations, in which case the provisions of Section 6.1 hereof shall thereafter no longer apply to the obligations of Guarantor under this Guarantee Agreement. The Guarantor shall give the Guarantee Trustee notice of any such election not later than the effective time, and shall promptly issue a press release through Bloomberg Business News or other reasonable means of distribution.

ARTICLE VII

Termination

Section 7.1 Termination.

This Guarantee Agreement shall terminate and be of no further force and effect upon (i) full payment of the Redemption Price of all STACKS, (ii) the distribution of Debentures to the Holders in exchange for all of the STACKS or (iii) full payment of the amounts payable in accordance with Article IX of the Trust Agreement upon liquidation of the Issuer Trust. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder is required to repay any sums paid with respect to STACKS or this Guarantee Agreement.

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ARTICLE VIII

Miscellaneous

Section 8.1 Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the STACKS then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article Eight of the Indenture and pursuant to which the successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder, the Guarantor shall not assign its obligations hereunder, and any purported assignment other than in accordance with this provision shall be void.

Section 8.2 Amendments.

Except with respect to any changes that do not adversely affect the rights of the Holders in any material respect (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in Accreted Liquidation Amount of the STACKS. The provisions of Article VI of the Trust Agreement concerning meetings of the Holders shall apply to the giving of such approval.

Section 8.3 Notices.

Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows:

(a) if given to the Guarantor, to the address or telecopy number set forth below or such other address or facsimile number as the Guarantor may give notice to the Guarantee Trustee and the Holders:

Marshall & Ilsley Corporation

770 North Water Street

Milwaukee, Wisconsin 53202

Attention: General Counsel

Facsimile: (414) 765-7801

(b) if given to the Guarantee Trustee, to the address or telecopy number set forth below or such other address or facsimile number as the Guarantee Trustee may give notice to the Guarantor and Holders:

BNY Midwest Trust Company

2 N. LaSalle Street

Suite 1020

Chicago, Illinois 60602

Attention: [    ]

Facsimile: [    ]

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with a copy to:

M&I Capital Trust B

c/o Marshall & Ilsley Corporation

770 North Water Street

Milwaukee, Wisconsin 53202

Attention: General Counsel

Facsimile: (414) 765-7801

(c) if given to any Holder, at the address set forth on the books and records of the Issuer Trust.

All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

Section 8.4 Benefit.

This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the STACKS.

Section 8.5 Governing Law.

This Guarantee Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 8.6 Counterparts.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Guarantee Agreement as of the day and year first above written.

MARSHALL & ILSLEY CORPORATION,

as Guarantor

By:

Name:

Title:

BNY MIDWEST TRUST COMPANY,

as Guarantee Trustee

By:

Name:

Title: