8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 1, 2007

MARSHALL & ILSLEY CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	1-33488	20-8995389
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

M&I LLC

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

Introduction

As previously reported, on April 3, 2007, Marshall & Ilsley Corporation (“Old Marshall & Ilsley”) entered into the following agreements (the “Transaction Documents”):

• an Investment Agreement (the “Investment Agreement”) with Metavante Corporation (“Metavante”), a subsidiary of Old Marshall & Ilsley, Metavante Technologies, Inc., then known as Metavante Holding Company (“Metavante Technologies”), a subsidiary of Old Marshall & Ilsley, Montana Merger Sub Inc. (“Merger Sub”), a subsidiary of Metavante Technologies, and WPM, L.P. (“Investor”), an affiliate of Warburg Pincus LLC, a limited partnership organized by Warburg Pincus Private Equity IX, L.P., a global private equity investment fund managed by Warburg Pincus LLC;

• a Separation Agreement with Metavante, Metavante Technologies and the entity then known as New M&I Corporation (“New Marshall & Ilsley”), a subsidiary of Metavante Technologies;

• an Employee Matters Agreement with Metavante, Metavante Technologies and New Marshall & Ilsley (which was subsequently amended on April 21, 2007); and

• a Tax Allocation Agreement with Metavante, Metavante Technologies and New Marshall & Ilsley.

The Transaction Agreements provided for the separation of Old Marshall & Ilsley and Metavante into two independent publicly-traded companies: New Marshall & Ilsley and Metavante Technologies.

On November 1, 2007 (the “Closing Date”), the parties completed the separation contemplated by the Transaction Agreements. In the separation,

• Merger Sub merged with and into Old Marshall & Ilsley (the “Holding Company Merger”);

• As a result of the Holding Company Merger, Old Marshall & Ilsley’s shareholders received (a) one share of Metavante Technologies common stock for every three shares of Old Marshall & Ilsley common stock held, which shares in the aggregate, following the completion of the transactions, represented approximately 75% of the common stock of Metavante Technologies, and (b) cash in lieu of any fractional shares of Metavante Technologies common stock they would have been entitled to receive;

• Old Marshall & Ilsley’s shareholders received three shares of New Marshall & Ilsley common stock for each whole share of Metavante Technologies common stock received as a result of the Holding Company Merger;

• Old Marshall & Ilsley was converted into a limited liability company named M&I LLC (“M&I LLC”) and its membership interests were contributed to New Marshall & Ilsley;

• New Marshall & Ilsley restated its articles of incorporation to, among other things, change its name to “Marshall & Ilsley Corporation”;

• Metavante Technologies issued shares of Class A common stock to Investor for $625 million, representing 25% of the common stock of Metavante Technologies (which Class A common stock was automatically converted into Metavante Technologies common stock at 12:01 a.m. on November 2, 2007);

• Metavante Technologies incurred approximately $1.75 billion of indebtedness; and

• Metavante Technologies paid off certain intercompany indebtedness owed to Old Marshall & Ilsley (the amount owed was approximately $982 million) and

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Metavante Technologies contributed to New Marshall & Ilsley $1.665 billion in cash (which included the $625 million of proceeds from the sale of the Metavante Technologies common stock to Investor).

Item 1.02. Termination of a Material Definitive Agreement.

On November 2, 2007, Andrew N. Baur and New Marshall & Ilsley agreed to end the Consulting Agreement (the “Consulting Agreement”) entered into in 2004 between Mr. Baur and Southwest Bank of St. Louis (“Southwest”), a subsidiary of New Marshall & Ilsley. Mr. Baur will continue in his roles as a director of New Marshall & Ilsley and the Chairman of the Board of Southwest. The Consulting Agreement will end effective December 31, 2007, after which Mr. Baur will continue to be entitled to reimbursement for all reasonable travel and other expenses, including a company-owned vehicle, incurred by him in connection with his continuing roles with New Marshall & Ilsley and Southwest, but will no longer be entitled to the compensation and benefits set forth in the Consulting Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Pursuant to the transactions contemplated under the Investment Agreement and described in the “Introduction” section of this Current Report on Form 8-K, on the Closing Date Old Marshall & Ilsley completed the disposition of the shares of common stock of Metavante Technologies. The unaudited pro forma condensed consolidated financial statements of New Marshall & Ilsley required by Item 9.01(b) of Form 8-K are attached as Exhibit 99(b) to Old Marshall & Ilsley’s quarterly report on Form 10-Q for the quarter ended June 30, 2007 and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On the Closing Date, New Marshall & Ilsley entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) with M&I LLC and The Bank of New York (successor to JPMorgan Chase Bank, N.A. and Manufacturers Hanover Trust Company), as trustee. The Fourth Supplemental Indenture supplemented the indenture, dated as of November 15, 1985, as amended and supplemented (the “1985 Indenture”), relating to the issuance from time to time by Old Marshall & Ilsley of its debt securities thereunder. As of the Closing Date, there was approximately $1.0 billion in aggregate principal amount of debt outstanding under the 1985 Indenture.

Also on the Closing Date, New Marshall & Ilsley entered into a Second Supplemental Indenture (the “Second Supplemental Indenture” and, together with the Fourth Supplemental Indenture, the “Supplemental Indentures”) with M&I LLC and BNY Midwest Trust Company, as trustee. The Second Supplemental Indenture supplemented the indenture, dated as of June 1, 2004, as amended and supplemented (the “2004 Indenture” and, together with the 1985 Indenture, the “Indentures”), relating to the issuance from time to time by Old Marshall & Ilsley of its debt securities thereunder. As of the Closing Date, there was approximately $400.0 million in aggregate principal amount of debt securities outstanding under the 2004 Indenture.

Pursuant to the Supplemental Indentures, New Marshall & Ilsley irrevocably and unconditionally guaranteed the obligations of Old Marshall & Ilsley with respect to (1) the debt securities outstanding under the Indentures as of the Closing Date, and (2) any debt securities authorized and issued by

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Old Marshall & Ilsley under the Indentures after such date, but only if and to the extent that the terms of such debt securities specifically make the guarantee applicable to such securities and New Marshall & Ilsley consents to such application. Copies of the Supplemental Indentures are attached hereto as Exhibits 4.1 and 4.2 and are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As described in the “Introduction” section of this Current Report on Form 8-K, on the Closing Date, pursuant to the Holding Company Merger, Old Marshall & Ilsley became a wholly-owned subsidiary of Metavante Technologies, Old Marshall & Ilsley converted into M&I LLC, a Wisconsin limited liability company, and its membership interests were subsequently contributed to New Marshall & Ilsley. New Marshall & Ilsley is the sole member and owner of M&I LLC.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On the Closing Date, New Marshall & Ilsley restated its articles of incorporation (the “Restated Articles of Incorporation”) and amended and restated its by-laws (the “Amended and Restated By-laws”). A description of the material provisions of the Restated Articles of Incorporation and the Amended and Restated By-laws is included in the proxy statement/prospectus-information statement filed with the SEC by Old Marshall & Ilsley as a proxy statement on Schedule 14A on September 20, 2007 and by New Marshall & Ilsley as Exhibit 99.1 to Amendment No. 4 to its registration statement on Form 10 on October 10, 2007. Copies of the Restated Articles of Incorporation and the Amended and Restated By-laws are filed as Exhibits 4.2 and 4.3, respectively, to New Marshall & Ilsley’s registration statement on Form S-3 dated November 6, 2007 and are incorporated herein by reference.

In addition, on the Closing Date, Old Marshall & Ilsley converted from a Wisconsin corporation to a Wisconsin limited liability company, the sole member of which is New Marshall & Ilsley. Copies of the Articles of Organization and Operating Agreement of M&I LLC Marshall & Ilsley are attached hereto as Exhibits 3.3 and 3.4, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Restated Articles of Incorporation of New Marshall & Ilsley, incorporated by reference to Exhibit 4.2 of the registration statement on Form S-3 of New Marshall & Ilsley dated November 6, 2007
3.2	Amended and Restated By-laws of New Marshall & Ilsley, incorporated by reference to Exhibit 4.3 of the registration statement on Form S-3 of New Marshall & Ilsley dated November 6, 2007
3.3	Articles of Organization of M&I LLC
3.4	Operating Agreement of M&I LLC
4.1	Fourth Supplemental Indenture, dated as of November 1, 2007, among M&I LLC, Marshall & Ilsley Corporation and the Bank of New York (successor to JPMorgan Chase Bank, N.A. and Manufacturers Trust Company), as trustee
4.2	Second Supplemental Indenture, dated as of November 1, 2007, among M&I LLC, Marshall & Ilsley Corporation and BNY Midwest Trust Company, as trustee
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of New Marshall & Ilsley, incorporated by reference to Exhibit 99(a) to Old Marshall & Ilsley’s quarterly report on Form 10-Q for the quarter ended June 30, 2007

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SIGNATURES

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

Dated: November 7, 2007	MARSHALL & ILSLEY CORPORATION
	By:	/s/ Randall J. Erickson
		Randall J. Erickson
		Senior Vice President, Chief Administrative Officer and General Counsel

Dated: November 7, 2007	M&I LLC
	By:	/s/ Randall J. Erickson
		Randall J. Erickson
		Vice President and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Restated Articles of Incorporation of New Marshall & Ilsley, incorporated by reference to Exhibit 4.2 of the registration statement on Form S-3 of New Marshall & Ilsley dated November 6, 2007
3.2	Amended and Restated By-laws of New Marshall & Ilsley, incorporated by reference to Exhibit 4.3 of the registration statement on Form S-3 of New Marshall & Ilsley dated November 6, 2007
3.3	Articles of Organization of M&I LLC
3.4	Operating Agreement of M&I LLC
4.1	Fourth Supplemental Indenture, dated as of November 1, 2007, among M&I LLC, Marshall & Ilsley Corporation and the Bank of New York (successor to JPMorgan Chase Bank, N.A. and Manufacturers Trust Company), as trustee
4.2	Second Supplemental Indenture, dated as of November 1, 2007, among M&I LLC, Marshall & Ilsley Corporation and BNY Midwest Trust Company, as trustee
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of New Marshall & Ilsley, incorporated by reference to Exhibit 99(a) to Old Marshall & Ilsley’s quarterly report on Form 10-Q for the quarter ended June 30, 2007

EX-3.3

Exhibit 3.3

ARTICLES OF ORGANIZATION

OF

M&I LLC

These Articles of Organization are executed by the undersigned for the purpose of forming a Wisconsin limited liability company under Chapter 183 of the Wisconsin Statutes:

ARTICLE I

The name of the limited liability company is M&I LLC.

ARTICLE II

The street address of the initial registered office is 780 North Water Street, Milwaukee, Wisconsin 53202.

ARTICLE III

The name of the initial registered agent at the above registered office is G&K Wisconsin Services, LLC.

ARTICLE IV

Management of the limited liability company shall be vested in its manager.

ARTICLE V

The name and complete address of the organizer is G&K Wisconsin Services, LLC, 780 North Water Street, Milwaukee, Wisconsin 53202-3590.

Executed this 1^st day of November, 2007.

G&K WISCONSIN SERVICES, LLC
By:	/s/ Matthew V. Burkert
	Matthew V. Burkert, Assistant Secretary

This document was drafted by:

Matthew V. Burkert

Godfrey & Kahn, S.C.

780 North Water Street

Milwaukee, WI 53202-3590

EX-3.4

Exhibit 3.4

OPERATING AGREEMENT

THIS OPERATING AGREEMENT (this “Agreement”) by the undersigned sole member (the “Member”) of M&I LLC, a Wisconsin limited liability company (the “Company”), formed by the conversion (the “Conversion”) of Marshall & Ilsley Corporation, a Wisconsin corporation (“M&I Corporation”), pursuant to Section 180.1161 of the Wisconsin Business Corporation Law and Section 183.1207 of the Wisconsin Limited Liability Company Law (the “WLLCL”), is effective as to the Member as of November 1, 2007.

RECITALS

The Member has caused the formation of the Company by causing M&I Corporation to file with the Wisconsin Department of Financial Institutions a Certificate of Conversion and Articles of Organization, copies of which are attached to this Agreement and incorporated by this reference, as provided in the WLLCL; and

The Member affirms its membership in the Company and assents to the operation of the Company under the WLLCL.

NOW, THEREFORE, the undersigned agrees as follows:

Section 1. Purpose. The Company was formed for the purpose of engaging in any lawful act or activity for which a limited liability company may be organized under the WLLCL.

Section 2. Member Contribution. As a result of the Conversion, the Company owns the assets and is subject to the liabilities of M&I Corporation. The Member has not agreed to make any additional contributions to the Company.

Section 3. Assignment of Membership Interest. The Member may assign all or any part of its membership interest in the Company upon such terms and conditions as the Member and its assignee shall agree in writing. A person to whom the Member assigns all or any part of its membership interest in the Company in accordance with the preceding sentence shall be automatically admitted as a member of the Company without any further action by the Member, the assignee, or the Company. The assignment by the Member of all or any part of its membership interest shall not cause a dissolution of the Company.

Section 4. Company Dissolution. The Company is to be dissolved and its business wound up as provided in the WLLCL, except as otherwise provided in this Agreement.

Section 5. Manager Management. The provisions of the WLLCL relating to a limited liability company the management of which has been vested in a manager shall apply to the operations and management of the Company. The Board of Directors of the Company shall act as the Manager of the Company.

Section 6. Board of Directors.

(a) Tenure and Qualifications. The number of directors of the Company shall be two. Each director shall hold office until the Member appoints the director’s successor, or until the director’s death, resignation, or removal by the Member for any reason or for no reason. If a position on the Board of Directors is vacant through death, resignation, or removal, the Member shall appoint a replacement director at its convenience. The initial directors of the Board of Directors shall be Randall J. Erickson and Gregory A. Smith.

(b) Meetings. Meetings of the Board of Directors may be called by or at the request of the chief executive officer, secretary, or any director. The person calling a Board of Directors meeting may fix any time or place for holding the meeting.

(c) Notice. Notice of any meeting shall be given at least 48 hours before the meeting by oral notice, by written notice delivered personally or sent via certified mail to each director at the director’s last known address, or by fax. If mailed, the notice shall be deemed to be delivered three days after being deposited in the United States mail so addressed, with postage prepaid. If notice is given by fax, the notice shall be deemed to be delivered when confirmation of receipt is printed out on the sending fax machine. Whenever any notice is required to be given to any director of the Company, a waiver of notice in writing, signed at any time, whether before or after the time of meeting, by the director entitled to the notice, shall be deemed equivalent to the giving of notice. The attendance of a director at a meeting shall constitute a waiver of notice of the meeting except when a director attends a meeting and objects to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any Board of Directors meeting need be specified in the notice or waiver of notice of the meeting.

(d) Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Even though less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

(e) Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law.

(f) Compensation. The Board of Directors shall not receive compensation for services to the Company as directors.

(g) Action by Consent of the Board of Directors. Any action required to be taken at a Board of Directors meeting, or any other action that may be taken at a Board of Directors meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter of the consent.

Section 7. Officers.

(a) Principal Officers. The principal officers of the Company shall be a chief executive officer, president, one or more vice-presidents, and a secretary, each of whom shall be elected by the Board of Directors. A chairman of the board or such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person.

(b) Election and Term of Office. The officers of the Company shall be elected annually by the Board of Directors. If the election of officers shall not be held at such a meeting, the election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until a successor shall have been qualified or until the officer’s death, resignation, or removal in the manner provided in Section 7(c) below.

(c) Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the Company’s best interests will be served thereby, but the removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

(d) Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Directors for the unexpired portion of the term.

(e) Chief Executive Officer. The chief executive officer shall be the principal executive officer of the Company and, subject to the control of the Board of Directors, shall have general supervision and control of the business and affairs of the Company and its officers. The chief executive officer shall have the authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Company as the chief executive officer deems necessary, prescribe their powers, duties and compensation, and delegate authority to them. Such agents and employees shall hold offices at the discretion of the chief executive officer. The chief executive officer shall have authority to sign, execute and acknowledge, on behalf of the Company, all deeds, mortgages, bonds, membership interest certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Company’s regular business or which shall be authorized by the Board of Directors. Except as otherwise provided by the WLLCL or the Board of Directors, the chief executive officer may authorize any other officer or agent of the Company to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general, the chief executive officer shall have all authority and perform all duties incident to the office of the chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

(f) President. In the absence of the chief executive officer or in the event of his or her death, inability or refusal to act, the president shall perform the duties of the chief executive officer, and when so acting shall have all the powers and duties of the chief executive officer. In addition, the president shall be responsible for the administration and management of the areas of the business and affairs of the Company assigned to him or her from time to time by the Board of Directors or the chief executive officer.

(g) Vice Presidents. One or more of the vice presidents may be designated as executive vice president. In the absence of the president or in the event of his or her death, inability or refusal to act, the vice presidents in the order designated at the time of their election (or in the absence of any designation, then in the order of their appointment), shall perform the

duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. Any vice president may sign with the secretary or assistant secretary certificates for membership interests of the Company, if any, and shall perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

(h) Secretary. The secretary shall: (a) keep the minutes of the members’ and of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the WLLCL; (c) be custodian of the Company’s records; (d) keep a register of the post office address of each member which shall be furnished to the secretary by such member; (e) sign with the chief executive officer, the president or a vice president certificates for membership interests of the Company, if any, the issuance of which shall have been authorized by resolution of the Board of Directors; and (f) in general have all authority and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or by the Board of Directors.

(i) Assistant Secretaries. The assistant secretaries, when authorized by the Board of Directors, may sign with the chief executive officer, the president or a vice president certificates for membership interests of the Company, if any, the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant secretaries, in general, shall have such authority and perform such duties as shall be assigned to them by the secretary, the chief executive officer, the president or the Board of Directors.

(j) Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the fact that the officer is also a director of the Company.

Section 8. Indemnification.

(a) Definitions.

(1) “Director, Officer or Employee” means any of the following: (i) a natural person who is or was a director, officer or employee of the Company; (ii) a natural person who, while a director, officer or employee of the Company, is or was serving either pursuant to the Company’s specific request or as a result of the nature of such person’s duties to the Company as a director, officer, partner, trustee, member of any governing or decision making committee or employee of a corporation or foreign corporation, partnership, joint venture, trust or other enterprise; (iii) a natural person who, while a director, officer or employee of the Company, is or was serving an employee benefit plan because his or her duties to the Company also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan; or (iv) unless the context requires otherwise, the estate or personal representative of a director, officer or employee of the Company.

(2) “Liability” means the obligation to pay a judgment, penalty, assessment, forfeiture or fine, including an excise tax assessed with respect to an employee benefit plan, the agreement to pay any amount in settlement of a Proceeding (whether or not approved by a court order), and reasonable expenses and interest related to the foregoing.

(3) “Party” means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a Proceeding.

(4) “Proceeding” means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal (including but not limited to any act or failure to act alleged or determined to have been negligent or to have violated the Employee Retirement Income Security Act of 1974, or any successor thereto), which involves foreign, federal, state or local law and which is brought by or in the right of the Company or by any other person or entity, to which the Director, Officer or Employee was a party because he or she is a Director, Officer or Employee.

(5) “Expenses” means all reasonable fees, costs, charges, disbursements, attorneys’ fees and any other expenses incurred in connection with the Proceeding.

(b) Indemnification of Officers, Directors and Employees.

(1) The Company shall indemnify a Director, Officer or Employee to the extent he or she has been successful on the merits or otherwise in the defense of any Proceeding, for all reasonable Expenses.

(2) In cases not included under subsection (1), the Company shall indemnify a Director, Officer or Employee against Liability and Expenses incurred by such person in a Proceeding unless it shall have been determined by final judicial adjudication that such person breached or failed to perform a duty owned to the Company which constituted:

(i) a willful failure to deal fairly with the Company or its members in connection with a matter in which the Director, Officer or Employee has a material conflict of interest;

(ii) a violation of criminal law, unless the Director, Officer or Employee had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful;

(iii) a transaction from which the Director, Officer or Employee derived an improper personal profit; or

(iv) willful misconduct.

(c) Determination that Indemnification is Proper.

(1) Unless provided otherwise by a written agreement between the Director, Officer or Employee and the Company, determination of whether indemnification is required under subsection (b) shall be made by any method reasonably selected by the Board of Directors.

(2) A Director, Officer or Employee who seeks indemnification under this Section 8 shall make a written request to the Company. As a further pre-condition to any right to receive indemnification, the writing shall contain a declaration that the Company shall have the right to exercise all rights and remedies available to such Director, Officer or Employee against any other person, corporation, foreign corporation, partnership, joint venture, trust or other enterprise, arising out of, or related to, the Proceeding which resulted in the Liability and the Expense for which such Director, Officer or Employee is seeking indemnification, and that the Director, Officer or Employee is hereby deemed to have assigned to the Company all such rights and remedies.

(3) Indemnification under subsection (b)(1) shall be made within 10 days of receipt of a written demand for indemnification. Indemnification required under subsection (b)(2) shall be made within 30 days of receipt of a written demand for indemnification.

(4) Indemnification under this Section 8 is not required to the extent the Director, Officer or Employee has previously received indemnification or allowance of expenses from any person or entity, including the Company, in connection with the same Proceeding.

(5) Within 20 days after receipt of a written request by a Director, Officer or Employee who is a Party to a Proceeding, the Company shall pay or reimburse his or her reasonable Expenses as incurred if the Director, Officer or Employee provides the Company with all of the following:

(i) A written affirmation of his or her good faith belief that he or she is entitled to indemnification under this Section 8; and

(ii) A written undertaking, executed personally or on his or her behalf, to repay all amounts advanced without interest to the extent that it is ultimately determined that indemnification under subsection (b)(2) is prohibited.

The undertaking under this subsection shall be accepted without reference to the Director’s, Officer’s or Employee’s ability to repay the allowance. The undertaking shall be unsecured or secured, as determined by the Board in its discretion.

(6) The right to indemnification under this Section 8 may be amended only by a subsequent vote of not less than a majority of the membership interests entitled to be cast by all outstanding membership interests of the Company entitled to vote on such matters. Any reduction in the right to indemnification may only be prospective from the date of such vote.

(d) Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any person who is a Director, Officer or Employee against any Liability asserted against or incurred by the individual in any such capacity or arising out of his or her status as such, regardless of whether the Company is required or authorized to indemnify or allow Expenses to the individual under this section.

(e) Severability. The provisions of this Section 8 shall not apply in any circumstance where a court of competent jurisdiction determines that indemnification would be invalid as against public policy.

Section 9. Non-Exclusivity.

(a) Except as provided in subsection (b), below, Section 8, above, does not preclude any additional right to indemnification or allowance of expenses that a Director, Officer or Employee may have under any of the following:

(1) The Articles of Organization of the Company.

(2) A written agreement between a Director, Officer or Employee and the Company.

(3) A resolution of the Board of Directors.

(4) A resolution, after notice, adopted by a majority vote of all of the Company’s voting membership interests then outstanding.

(b) Regardless of the existence of an additional right under subsection (a), above, the Company shall not indemnify a Director, Officer or Employee, or permit a Director, Officer or Employee to retain any allowance of expenses, unless it is determined by or on behalf of the Company that the Director, Officer or Employee did not breach or fail to perform a duty he or she owes to the Company which constitutes conduct under Section 8(b)(2)(i), (ii), (iii), or (iv), above. A Director, Officer or Employee who is a party to the same or related Proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection (b).

(c) Sections 8 to 11 hereof do not affect the Company’s power to pay or reimburse expenses incurred by a Director, Officer or Employee in any of the following circumstances:

(1) As a witness in a proceeding to which he or she is not a party.

(2) As a plaintiff or petitioner in a proceeding because he or she is or was a Director, Officer or Employee.

Section 10. Securities Law Claims.

(a) Pursuant to the public policy of the State of Wisconsin, the Company shall provide indemnification and allowance of expenses and may insure for any liability incurred in connection with a proceeding involving securities regulation described under subsection (b), below, to the extent required or permitted under Sections 8 or 9, above.

(b) Sections 8 and 9, above, apply, to the extent applicable to any other proceeding, to any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisers.

Section 11. Liberal Construction. In order for the Company to obtain and retain qualified directors, officers and employees, the foregoing provisions shall be liberally

administered in order to afford maximum indemnification of Directors, Officers and Employees. The indemnification above provided for shall be granted in all applicable cases unless to do so would clearly contravene law, controlling precedent or public policy.

Section 12. Miscellaneous. This Agreement shall be governed by the laws of the state of Wisconsin without giving effect to the principles of conflicts of laws and may only be amended in a writing signed by the Member.

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date set forth above.

METAVANTE HOLDING COMPANY
By:	/s/ Randall J. Erickson
Print:	Name: Randall J. Erickson
Title:	Vice President and Secretary

EX-4.1

Exhibit 4.1

Execution Copy

FOURTH SUPPLEMENTAL INDENTURE

THIS FOURTH SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of November 1, 2007, is among M&I LLC, a Wisconsin limited liability company formerly known as Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”), having its principal executive office at 770 North Water Street, Milwaukee, Wisconsin 53202, MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation formerly known as New M&I Corporation (the “Guarantor”), having its principal executive office at 770 North Water Street, Milwaukee, Wisconsin 53202, and THE BANK OF NEW YORK (successor to JPMORGAN CHASE BANK, N.A. and MANUFACTURERS HANOVER TRUST COMPANY), as Trustee, having its corporate trust office at 101 Barclay Street, 8W, New York, New York 10286 (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of November 15, 1985, as amended by a First Supplemental Indenture, dated as of May 31, 1990, a Second Supplemental Indenture, dated as of July 15, 1993, and a Third Supplemental Indenture, dated as of March 22, 2006 (collectively, the “Indenture”), relating to the issuance from time to time by the Company of its Securities to be issued in one or more series on terms to be specified at the time of issuance;

WHEREAS, the Company has entered into an Investment Agreement, dated as of April 3, 2007 (the “Investment Agreement”), among the Company, Metavante Corporation (“MVT Corp.”), Metavante Holding Company (“MVT Holding”), Montana Merger Sub Inc. (“Merger Sub”) and WPM, L.P. and a Separation Agreement, dated as of April 3, 2007 (the “Separation Agreement”), among MVT Holding, MVT Corp., the Company and the Guarantor;

WHEREAS, prior to the consummation of the transactions contemplated by the Investment Agreement and the Separation Agreement, the Company existed in the form of a Wisconsin corporation, the Guarantor and MVT Holding were wholly-owned subsidiaries of the Company and Merger Sub was a wholly-owned subsidiary of MVT Holding;

WHEREAS, pursuant to the terms of the Investment Agreement (A) Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and as a direct, wholly-owned subsidiary of MVT Holding (the “Holding Company Merger”), (B) immediately following the Holding Company Merger, the Company was converted into a limited liability company (the “Company Conversion”) pursuant to Section 180.1161 of the Wisconsin Business Corporation Law and continues in existence after such conversion, (C) the Company distributed the outstanding shares of MVT Corp. to MVT Holding (the “Metavante Distribution”) and (D) MVT Holding contributed all of the outstanding membership interests of the Company to the Guarantor (the “M&I Contribution” and together with the Holding Company Merger, the Company Conversion and the Metavante Distribution, the “Transactions”);

WHEREAS, Section 901 of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders of the Securities to, among other things, cure any ambiguity, correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision in the Indenture, or make any other provisions with respect to matters arising under the Indenture, provided, that such action does not adversely affect the interests of the Holders of the Securities of any series in any material respect;

WHEREAS, the Company requests the Trustee to join with it in the execution and delivery of

this Supplemental Indenture in order to amend the Indenture, pursuant to Section 901 thereof, to provide for the full and unconditional guarantee by the Guarantor of (i) the full payment of principal of (and premium, if any) and interest on the Guaranteed Securities (as defined below) when due, whether at maturity, by acceleration or otherwise, (ii) the full and punctual payment of all other monetary obligations of the Company under the Indenture and (iii) the full and punctual performance within any applicable grace period of all other obligations of the Company under the Indenture with respect to the Trustee or the Guaranteed Securities;

WHEREAS, the amendments to the Indenture provided in this Supplemental Indenture do not adversely affect the interests of the Holders of Securities of any series in any material respect;

WHEREAS, the Company has furnished the Trustee with such documents as may have been required by Sections 102 and 903 of the Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, the Guarantor and the Trustee and a valid amendment of and supplement to the Indenture have been done.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises, it is mutually covenanted and agreed for the equal and proportionate benefit of all Holders of the Guaranteed Securities, as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definition of Terms.

Unless the context otherwise requires, capitalized terms used herein but not defined herein shall have the specified meanings therefor set forth in the Indenture.

ARTICLE II

GUARANTEE

Section 2.1. Guarantee.

Subject to the provisions of the Indenture and any supplemental indenture thereto, the Guarantor hereby irrevocably and unconditionally guarantees to each Holder of (i) a Security outstanding on the date hereof and (ii) any Security of any series authorized and issued by the Company after the date hereof, but only if and to the extent that the terms of such Security specifically make the Securities Guarantee (as defined below) applicable thereto and the Guarantor consents to such application (any and all such Securities described in clause (i) and (ii) being referred to herein as “Guaranteed Securities”), and to the Trustee and its successors and assigns: (a) the full payment of principal of (and premium, if any) and interest on the Guaranteed Securities when due, whether at maturity, by acceleration or otherwise, (b) in case of any extension of time in payment or renewal of any Guaranteed Securities or pursuant to any cure period provisions of the Guaranteed Securities or the Indenture, the full payment when due in accordance with the terms of the extension or renewal or cure period, (c) the full and punctual payment of all other monetary obligations of the Company under the Indenture and (d) the full and punctual performance within any applicable grace period of all other obligations of the Company under the Indenture with respect to the Trustee or the Guaranteed Securities (the “Securities Guarantee”). The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

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The Guarantor hereby agrees that its obligations with regard to the Securities Guarantee shall be unconditional, irrespective of any circumstances which might otherwise constitute a legal or equitable defense of a guarantor. In the event of a default in the payment of principal (and premium, if any) and/or interest, the Trustee or any Holder of a Guaranteed Security may seek to enforce the Securities Guarantee against the Guarantor without first proceeding against the Company. The Guarantor further, to the extent permitted by law, hereby waives (a) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or the failure of the Trustee, the Holders of Guaranteed Securities or the Company (each a “Benefited Party”) to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person, (b) notice of the existence, creation or incurrence of any new or additional indebtedness or obligation, (c) any defense based upon an election of remedies by a Benefited Party, including, but not limited to, an election law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (d) any defense arising because of a Benefited Party’s election, in any proceeding instituted under Federal bankruptcy law, of the application of 11 U.S.C. Section 1111(b)(2) or (e) any defense based on any borrowing or grant of a security interest under 11 U.S.C. Section 364. The Guarantor hereby covenants that the Securities Guarantee shall not be discharged except by complete payment of principal (and premium, if any) and interest on the Guaranteed Securities and all other obligations of the Company and the Guarantor under the Indenture, or other discharge of the obligations of the Company and the Guarantor thereunder in accordance with the provisions contained in the Guaranteed Securities, the Securities Guarantee, the Indenture and any supplemental indenture thereto.

If any Holder of Guaranteed Securities or the Trustee is required by any court or otherwise to return to either the Company or the Guarantor, or any custodian acting in relation to either the Company or the Guarantor, any amount paid by the Company or the Guarantor to the Trustee or such Holder, the Guaranteed Securities, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Guaranteed Securities or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

The Securities Guarantee is a continuing guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of principal of (and premium, if any) and interest on the Guaranteed Securities and all other obligations of the Company and the Guarantor under the Indenture, or release of the Securities Guarantee pursuant to the terms hereof and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of Guaranteed Securities and, in the event of any transfer or assignment of rights by any such Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.

The Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by this Supplemental Indenture.

Section 2.2. Releases.

In the event that (i) the indebtedness on any series of outstanding Guaranteed Securities shall have been deemed satisfied pursuant to the Indenture (including Section 401 thereof and including all obligations of the Company and the Guarantor under the Indenture with respect to such series), or (ii) the Holders of a majority in aggregate principal amount of the outstanding Guaranteed Securities of any series shall consent to the release of the Guarantor of its Securities Guarantee with respect to such series, the Guarantor shall thereby become released from and relieved of its Securities Guarantee and all its other

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obligations hereunder with respect to such series, the Securities Guarantee and such other obligations shall be of no further force or effect with respect to such series, and upon request of the Guarantor, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the release of the Securities Guarantee have been complied with, and evidence of the consent of the Holders of Guaranteed Securities, if applicable, the Trustee shall execute and deliver to the Guarantor a satisfaction and discharge with respect to the Securities Guarantee and such other obligations with respect to such series and the Trustee shall execute any other documents reasonably required to evidence the release of the Guarantor from the Securities Guarantee and such other obligations with respect to such series.

In the event that (i) there is effected, in accordance with the applicable terms of the Indenture, a sale or other disposition of all or substantially all the assets of the Company (as a result of a sale or other disposition of assets or securities, a merger or consolidation or otherwise) to any Person that is not immediately after giving effect to such transaction an Affiliate of the Guarantor or (ii) at any time the Guarantor ceases to Beneficially Own Voting Stock carrying at least a majority of the Voting Power of all then outstanding Voting Stock of the Company (as a result of a sale or other disposition of membership interests, a merger or consolidation or otherwise), then the Guarantor shall thereupon become released and relieved of its Securities Guarantee and all its other obligations hereunder with respect to all the Guaranteed Securities, and all provisions referencing or relating to the Guarantor, the Securities Guarantee or such other obligations shall be of no further force or effect, and upon the request of the Guarantor, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the release of the Securities Guarantee have been complied with, the Trustee shall execute and deliver to the Guarantor a satisfaction and discharge with respect to the Securities Guarantee and such other obligations and the Trustee shall execute any other documents reasonably required to evidence the release of the Guarantor from the Securities Guarantee and such other obligations with respect to all the Guaranteed Securities. For purposes of this Section only, (i) “Beneficially Own” shall have the meaning specified in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) “Voting Stock” shall mean, as to any Person, membership interests or other equity interests of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person, (iii) “Voting Power” shall mean, as to any Voting Stock of a Person at any time, the number of votes the holder of such Voting Stock is entitled to cast for directors, managers or other voting members of the governing body of such Person at any meeting of the holders of Voting Stock held at such time for such purpose, and (iv) “Affiliate” shall have the meaning specified in Rule 12b-2 under the Exchange Act.

For the avoidance of doubt, the Securities Guarantee shall terminate upon (i) the merger or consolidation of the Company with and into the Guarantor in accordance with the applicable terms of the Indenture or (ii) the sale or other disposition of all or substantially all the assets of the Company by the Company to the Guarantor in accordance with the applicable terms of the Indenture, and the Guarantor shall thereupon become released from and relieved of all its other obligations hereunder with respect to all the Guaranteed Securities, the Securities Guarantee and such other obligations shall be of no further force or effect, and upon request of the Guarantor, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the release of the Securities Guarantee have been complied with, the Trustee shall execute and deliver to the Guarantor a satisfaction and discharge with respect to the Securities Guarantee and such other obligations and the Trustee shall execute any other documents reasonably required to evidence the release of the Guarantor from the Securities Guarantee and such other obligations with respect to the Guaranteed Securities.

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Section 2.3 Successors and Assigns.

Except as provided in Section 2.2, this Article II shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of Guaranteed Securities and, in the event of any transfer or assignment of rights by any such Holder or the Trustee, the rights and privileges conferred upon that party in this Supplemental Indenture and in the Guaranteed Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Supplemental Indenture.

Section 2.4 No Waiver, etc.

Neither a failure nor a delay on the part of either the Trustee or the Holders of Guaranteed Securities in exercising any right, power or privilege under this Article II shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders of Guaranteed Securities herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article II at law, in equity, by statute or otherwise.

ARTICLE III

MISCELLANEOUS

Section 3.1 Effectiveness.

This Supplemental Indenture shall become operative immediately following the consummation of the Share Distribution (as defined in the Investment Agreement) on the closing date of the Transactions (the “Operative Time”), following which the Company will promptly notify the Trustee in writing that such Operative Time has occurred and that this Supplemental Indenture has become effective. In the event the Operative Time shall not have occurred within 30 days of the execution hereof, this Supplemental Indenture shall become null and void and of no force or effect without any action from any party hereto.

Section 3.2 Ratification of Indenture.

The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. For the avoidance of doubt, the provisions of this Supplemental Indenture shall supplement but not modify the existing provisions of the Indenture.

Section 3.3 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 Supplemental Indenture.

Section 3.4 Effect of Recitals.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantor.

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Section 3.5 Governing Law.

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 3.6 Counterparts.

This instrument may be executed in any number of separate counterparts, each of which so executed shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.

[Signatures on following page]

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IN WITNESS WHEREOF, each of M&I LLC and MARSHALL & ILSLEY CORPORATION has caused this Fourth Supplemental Indenture to be signed in its name by its Chairman of the Board, its President or a Vice President, and its corporate seal to be affixed hereunto, and the same to be attested by the signature of its Secretary or an Assistant Secretary; and THE BANK OF NEW YORK (successor to JPMORGAN CHASE BANK, N.A. and MANUFACTURES HANOVER TRUST COMPANY) has caused this Fourth Supplemental Indenture to be signed in its corporate name by one of its Vice Presidents, as of the day and year first above written.

M&I LLC
By:	/s/ Gregory A. Smith
Name:	Gregory A. Smith
Title:	President

Attest:
	/s/ Randall J. Erickson
Name:	Randall J. Erickson
Title:	Vice President and Secretary

MARSHALL & ILSLEY CORPORATION, as Guarantor
By:	/s/ Randall J. Erickson
Name:	Randall J. Erickson
Title:	Senior Vice President, Chief Administrative Officer and General Counsel

Attest:
	/s/ Gina M. McBride
Name:	Gina M. McBride
Title:	Vice President and Corporate Secretary

THE BANK OF NEW YORK, as Trustee
By:	/s/ Larry O’Brien
Name:	Larry O’Brien
Title:	Vice President

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EX-4.2

Exhibit 4.2

Execution Copy

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of November 1, 2007 (this “Supplemental Indenture”), to an Indenture, dated as June 1, 2004, as amended by a First Supplemental Indenture, dated as of July 29, 2004 (collectively, the “Indenture”), by and among M&I LLC, a Wisconsin limited liability company formerly named Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”), MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation formerly named New M&I Corporation (the “Guarantor”), and BNY MIDWEST TRUST COMPANY, not in its individual capacity but solely as trustee under the Indenture referred to above, an Illinois Trust company (the “Trustee”).

WHEREAS, the Company and the Trustee entered into the Indenture, relating to the issuance from time to time by the Company of its Debt Securities;

WHEREAS, the Company has entered into an Investment Agreement, dated as of April 3, 2007, among the Company, Metavante Corporation (“MVT Corp.”), Metavante Holding Company (“MVT Holding”), Montana Merger Sub Inc. and WPM, L.P. (the “Investment Agreement”), and a Separation Agreement, dated as of April 3, 2007, among MVT Holding, MVT Corp., the Company and the Guarantor (the “Separation Agreement”);

WHEREAS, pursuant to the terms of the Investment Agreement and the Separation Agreement, the Company has been converted into a limited liability company as of the closing date of the Transactions (as defined in the Investment Agreement) pursuant to Section 180.1161 of the Wisconsin Business Corporation Law and continues in existence after such conversion and the Guarantor has become the holder of all issued and outstanding membership interests of the Company;

WHEREAS, Section 901 of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holder to, among other things, cure any ambiguity, correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision in the Indenture, or make any other provisions with respect to matters or questions arising under the Indenture which are not inconsistent with any provision of the Indenture, provided that such other provisions do not adversely affect the interests of the Holders of Debt Securities of any series or any related coupons in any material respect;

WHEREAS, the Company requests that the Trustee join with it in the execution and delivery of this Supplemental Indenture in order to amend the Indenture, pursuant to Section 901 thereof, to provide for the full and unconditional guarantee by the Guarantor of (i) the full payment of principal of (and premium, if any) and interest on the Guaranteed Securities (as defined below) when due, whether at maturity, by acceleration or otherwise, (ii) the full and punctual payment of all other monetary obligations of the Company under the Indenture and (iii) the full and punctual performance within any applicable grace period of all other obligations of the Company under the Indenture with respect to the Trustee or the Guaranteed Securities;

WHEREAS, the amendments to the Indenture provided in this Supplemental Indenture do not adversely affect the interests of the Holders of Debt Securities of any series in any material respect;

WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate pursuant to Section 102 and Section 903 of the Indenture to the effect that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this Supplemental Indenture have been complied with; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture and satisfy all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, the Company, the Guarantor and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definition of Terms.

Unless the context otherwise requires, capitalized terms used herein but not defined herein shall have the specified meanings therefor set forth in the Indenture.

ARTICLE II

GUARANTEE

Section 2.1. Guarantee.

Subject to the provisions of the Indenture and any supplemental indenture thereto, the Guarantor hereby irrevocably and unconditionally guarantees to each Holder of (i) a Debt Security outstanding on the date hereof and (ii) any Debt Security of any series authorized and issued by the Company after the date hereof, but only if and to the extent that the terms of such Debt Security specifically make the Debt Securities Guarantee (as defined below) applicable thereto and the Guarantor consents to such application (any and all such Debt Securities described in clause (i) and (ii) being referred to herein as “Guaranteed Securities”), and to the Trustee and its successors and assigns: (a) the full payment of principal of (and premium, if any) and interest on the Guaranteed Securities when due, whether at maturity, by acceleration or otherwise, (b) in case of any extension of time in payment or renewal of any Guaranteed Securities or pursuant to any cure period provisions of the Guaranteed Securities or the Indenture, the full payment when due in accordance with the terms of the extension or renewal or cure period, (c) the full and punctual payment of all other monetary obligations of the Company under the Indenture and (d) the full and punctual performance within any applicable grace period of all other obligations of the Company under the Indenture with respect to the Trustee or the Guaranteed Securities (the “Debt Securities Guarantee”). The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantor hereby agrees that its obligations with regard to the Debt Securities Guarantee shall be unconditional, irrespective of any circumstances which might otherwise constitute a legal or equitable defense of a guarantor. In the event of a default in the payment of principal of (and premium, if any) and interest, the Trustee or any Holder of a Guaranteed Security may seek to enforce the Debt Securities Guarantee against the Guarantor without first proceeding against the Company. The Guarantor further, to the extent permitted by law, hereby waives (a) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or the failure of the Trustee, the Holders or the Company (each a “Benefited Party”) to file or enforce a claim against the estate (in

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administration, bankruptcy or any other proceeding) of any other Person, (b) notice of the existence, creation or incurrence of any new or additional indebtedness or obligation, (c) any defense based upon an election of remedies by a Benefited Party, including, but not limited to, an election law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (d) any defense arising because of a Benefited Party’s election, in any proceeding instituted under Federal bankruptcy law, of the application of 11 U.S.C. Section 1111(b)(2) or (e) any defense based on any borrowing or grant of a security interest under 11 U.S.C. Section 364. The Guarantor hereby covenants that the Debt Securities Guarantee shall not be discharged except by complete payment of principal (and premium, if any) and interest on the Guaranteed Securities and all other obligations of the Company and the Guarantor under the Indenture, or other discharge of the obligations of the Company and the Guarantor thereunder in accordance with the provisions contained in the Guaranteed Securities, the Debt Securities Guarantee, the Indenture and any supplemental indenture thereto.

If any Holder of Guaranteed Securities or the Trustee is required by any court or otherwise to return to either the Company or the Guarantor, or any custodian acting in relation to either the Company or the Guarantor, any amount paid by the Company or the Guarantor to the Trustee or such Holder, the Guaranteed Securities, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

The Debt Securities Guarantee is a continuing guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of principal of (and premium, if any) and interest on the Guaranteed Securities and all other obligations of the Company and the Guarantor under the Indenture, or release of the Debt Securities Guarantee pursuant to the terms hereof and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of Guaranteed Securities and, in the event of any transfer or assignment of rights by any such Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.

The Guarantor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by this Supplemental Indenture.

Section 2.2. Releases.

In the event that (i) the indebtedness on any series of outstanding Guaranteed Securities shall have been deemed satisfied pursuant to the Indenture (including Article IV thereof), or (ii) the Holders of a majority in aggregate principal amount of the outstanding Guaranteed Securities of any series shall consent to the release of the Guarantor of its Debt Securities Guarantee with respect to such series, the Guarantor shall thereby become released from and relieved of its Debt Securities Guarantee and all its other obligations hereunder with respect to such series, the Debt Securities Guarantee and such other obligations shall be of no further force or effect with respect to such series, and upon request of the Guarantor, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the release of the Debt Securities Guarantee have been complied with, the Trustee shall execute and deliver to the Guarantor a satisfaction and discharge with respect to the Debt Securities Guarantee and such other obligations and the Trustee shall execute any other documents reasonably required to evidence the release of the Guarantor from the Debt Securities Guarantee and such other obligations with respect to such series.

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In the event that (i) there is effected a sale or other disposition of all or substantially all the assets of the Company (as a result of a sale or other disposition of assets or securities, a merger or consolidation or otherwise) to any Person that is not immediately after giving effect to such transaction an Affiliate of the Guarantor or (ii) at any time the Guarantor ceases to Beneficially Own Voting Stock carrying at least a majority of the Voting Power of all then outstanding Voting Stock of the Company (as a result of a sale or other disposition of membership interests, a merger or consolidation or otherwise), then the Guarantor shall thereupon become released and relieved of its Debt Securities Guarantee and all its other obligations hereunder with respect to all the Guaranteed Securities, and all provisions referencing or relating to the Guarantor, the Debt Securities Guarantee or such other obligations shall be of no further force or effect, and upon the request of the Guarantor, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the release of the Debt Securities Guarantee have been complied with, the Trustee shall execute and deliver to the Guarantor a satisfaction and discharge with respect to the Debt Securities Guarantee and such other obligations and the Trustee shall execute any other documents reasonably required to evidence the release of the Guarantor from the Debt Securities Guarantee and such other obligations with respect to all the Guaranteed Securities. For purposes of this Section only, (i) “Beneficially Own” shall have the meaning specified in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) “Voting Stock” shall mean, as to any Person, membership interests or other equity interests of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person, (iii) “Voting Power” shall mean, as to any Voting Stock of a Person at any time, the number of votes the holder of such Voting Stock is entitled to cast for directors, managers or other voting members of the governing body of such Person at any meeting of the holders of Voting Stock held at such time for such purpose, and (iv) “Affiliate” shall have the meaning specified in Rule 12b-2 under the Exchange Act.

For the avoidance of doubt, the Debt Securities Guarantee shall terminate upon (i) the merger or consolidation of the Company with and into the Guarantor or (ii) the sale or other disposition of all or substantially all the assets of the Company by the Company to the Guarantor, and the Guarantor shall thereupon become released from and relieved of all its other obligations hereunder with respect to all the Guaranteed Securities, the Debt Securities Guarantee and such other obligations shall be of no further force or effect, and upon request of the Guarantor, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the release of the Debt Securities Guarantee have been complied with, the Trustee shall execute and deliver to the Guarantor a satisfaction and discharge with respect to the Debt Securities Guarantee and such other obligations and the Trustee shall execute any other documents reasonably required to evidence the release of the Guarantor from the Debt Securities Guarantee and such other obligations with respect to all the Guaranteed Securities.

Section 2.3 Successors and Assigns.

Except as provided in Section 2.2, this Article II shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of Guaranteed Securities and, in the event of any transfer or assignment of rights by any Holder of Guaranteed Securities or the Trustee, the rights and privileges conferred upon that party in this Supplemental Indenture and in the Guaranteed Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Supplemental Indenture.

Section 2.4 No Waiver, etc.

Neither a failure nor a delay on the part of either the Trustee or the Holders of Guaranteed Securities in exercising any right, power or privilege under this Article II shall operate as a waiver

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thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders of Guaranteed Securities herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article II at law, in equity, by statute or otherwise.

ARTICLE III

MISCELLANEOUS

Section 3.1 Effectiveness.

This Supplemental Indenture shall become operative immediately following the consummation of the Share Distribution (as defined in the Investment Agreement) on the closing date of the Transactions (the “Operative Time”), following which the Company will notify the Trustee that such Operative Time has occurred and that this Supplemental Indenture has become effective. In the event the Operative Time shall not have occurred within 30 days of the execution hereof, this Supplemental Indenture shall become null and void and of no force or effect without any action from any party hereto.

Section 3.2 Ratification of Indenture.

The Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 3.3 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 Supplemental Indenture.

Section 3.4 Effect of Recitals.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantor.

Section 3.5 Governing Law.

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 3.6 Counterparts.

This instrument may be executed in any number of separate counterparts, each of which so executed shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written.

M&I LLC
By:	/s/ Randall J. Erickson
Name:	Randall J. Erickson
Title:	Vice President and Secretary
MARSHALL & ILSLEY CORPORATION, as
Guarantor
By:	/s/ Randall J. Erickson
Name:	Randall J. Erickson
Title:	Senior Vice President, Chief Administrative Officer and General Counsel
BNY MIDWEST TRUST COMPANY, as
Trustee
By:	/s/ Roxane Ellwanger
Name:	Roxane Ellwanger
Title:	Assistant Vice President