Marshall & Ilsley Corp Sample Contracts

Contract
Stock Option Agreement • December 23rd, 2010 • Marshall & Ilsley Corp • State commercial banks • Delaware

STOCK OPTION AGREEMENT, dated as of December 17, 2010, (this “Agreement”), between Marshall & Ilsley Corporation, a Wisconsin corporation (“Issuer”), and Bank of Montreal, a Schedule I Bank under the Bank Act (Canada) (“Grantee”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 23rd, 2008 • Marshall & Ilsley Corp • State commercial banks • Wisconsin

THIS AGREEMENT, entered into as of the 18th day of December, 2008, by and between MARSHALL & ILSLEY CORPORATION (the “Company”), and «Name» (the “Executive”) (hereinafter collectively referred to as “the parties”).

Underwriting Agreement
Marshall & Ilsley Corp • June 12th, 2009 • State commercial banks • New York

Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $1.00 par value per share (the “Common Stock”), of the Company set forth in Schedule I hereto (the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities” and, together with the Firm Securities, the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

RESTRICTED STOCK AGREEMENT (Stock Base Salary Award)
Restricted Stock Agreement • December 29th, 2009 • Marshall & Ilsley Corp • State commercial banks • Wisconsin

This Agreement is made and entered into as of the ___ day of December, 2009 by and between MARSHALL & ILSLEY CORPORATION, a Wisconsin Company (the “Company”), and “Name” (the “Employee”).

Marshall & Ilsley Corporation 770 North Water Street PO Box 2035 Milwaukee, WI 53201-2035 414 765-7801 mibank.com
Letter Agreement • March 1st, 2010 • Marshall & Ilsley Corp • State commercial banks
FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • November 7th, 2007 • New M&i Corp • State commercial banks • New York

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”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 29th, 2008 • Marshall & Ilsley Corp • State commercial banks • Wisconsin

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into this 1st day of January, 2008, by and between M&I LLC, a Wisconsin limited liability company (“LLC”), Marshall & Ilsley Corporation (formerly known as New M&I Corporation), a Wisconsin corporation (“New M&I”) and Mark F. Furlong (“Executive”).

DISTRIBUTION AGREEMENT
Distribution Agreement • January 24th, 2008 • Marshall & Ilsley Corp • State commercial banks • New York

Securities will be issued in accordance with the administrative procedures set forth herein. To the extent the procedures set forth below conflict with or omit certain of the provisions of the Securities, the Indenture, the Distribution Agreement or information set forth in the Prospectus (as defined in the Distribution Agreement) and the Pricing Supplement (together referred to herein as the “Prospectus”), the relevant provisions of the Securities, the Indenture, the Distribution Agreement and the information set forth in Prospectus shall control. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Disribution Agreement, the Prospectus in the form most recently filed with the Commission pursuant to Rule 424 of the 1933 Act, or in the Indenture.

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 1st, 2010 • Marshall & Ilsley Corp • State commercial banks • Wisconsin

This Agreement is made and entered into as of the 18th day of August, 2009 by and between MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (the “Company”), and «Name» (the “Employee”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2009 Equity Incentive Plan (the “Plan”).

AGREEMENT AND PLAN OF MERGER by and between BANK OF MONTREAL and MARSHALL & ILSLEY CORPORATION Dated as of December 17, 2010
Agreement and Plan of Merger • December 23rd, 2010 • Marshall & Ilsley Corp • State commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 17, 2010 (this “Agreement”), by and between Bank of Montreal, a Schedule I Bank under the Bank Act (Canada) (“Purchaser”) and Marshall & Ilsley Corporation, a Wisconsin corporation (“Company”).

MARSHALL & ILSLEY CORPORATION COMMON STOCK $1.00 PAR VALUE PER SHARE EQUITY DISTRIBUTION AGREEMENT
Marshall & Ilsley Corp • May 20th, 2009 • State commercial banks • New York
SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • November 7th, 2007 • New M&i Corp • State commercial banks • New York

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”).

OPERATING AGREEMENT
Operating Agreement • November 7th, 2007 • New M&i Corp • State commercial banks • Wisconsin

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.

OMNIBUS AMENDMENT AGREEMENT
Omnibus Amendment Agreement • March 1st, 2010 • Marshall & Ilsley Corp • State commercial banks • Wisconsin

This Omnibus Amendment Agreement, dated as of ______________ __, 2009 (this “Agreement”), is entered into by and between ______________________ (the “Executive”) and Marshall & Ilsley Corporation (the “Company”).

FORM OF OMNIBUS AMENDMENT AGREEMENT
Omnibus Amendment Agreement • November 14th, 2008 • Marshall & Ilsley Corp • State commercial banks • Wisconsin

This Omnibus Amendment Agreement, dated as of November , 2008 (the “Agreement”), is entered into by and between (the “Executive”) and Marshall & Ilsley Corporation (the “Company”).

Underwriting Agreement
Underwriting Agreement • October 22nd, 2009 • Marshall & Ilsley Corp • State commercial banks • New York
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