1 Exhibit 1.1 MARSHALL & ILSLEY CORPORATION MEDIUM-TERM NOTES DISTRIBUTION AGREEMENTDistribution Agreement • December 27th, 1995 • Marshall & Ilsley Corp/Wi/ • National commercial banks • New York
1 EXHIBIT 1.2 MARSHALL & ILSLEY CORPORATION Debt Securities Underwriting AgreementUnderwriting Agreement • December 27th, 1995 • Marshall & Ilsley Corp/Wi/ • National commercial banks • New York
EXHIBIT 10 (ll) FORM OF EMPLOYMENT AGREEMENTS BETWEEN M&I AND MESSRS. SHERMAN, ROBERTS, AND ROOT EMPLOYMENT AGREEMENT THIS AGREEMENT, entered into as of the ___ day of ___________, 1999, by and between MARSHALL & ILSLEY CORPORATION (the "Company"),...Employment Agreement • March 13th, 2000 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
RECITALS: ---------Restricted Stock Agreement • August 9th, 2005 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
April 12, 2004 Tom Bolger c/o Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 Dear Tom: This Letter Agreement ("Letter Agreement") is intended to reflect our agreement concerning your early retirement from Marshall &...Letter Agreement • May 10th, 2004 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
ACT SECTION............................... INDENTURE SECTION 310(a)(1)................................. 6.09 (a)(2)................................... 6.09 310(a)(3)................................. N.A. (a)(4)................................... N.A....Indenture • January 15th, 1997 • Marshall & Ilsley Corp/Wi/ • National commercial banks • New York
1 Exhibit10(b) AMENDMENT TO CHANGE OF CONTROL AGREEMENT THIS AMENDMENT is dated this 18th day of October, 2001 and is entered into between MARSHALL & ILSLEY CORPORATION (the "Company") and _________________ (the "Executive"). WHEREAS, the Compensation...Change of Control Agreement • November 9th, 2004 • Marshall & Ilsley Corp/Wi/ • National commercial banks
Exhibit 10(kk) AMENDMENT TO CONSULTING AGREEMENT AND SUPPLEMENTAL RETIREMENT PLAN DATED AS OF DECEMBER 11, 1997, BETWEEN M&I AND MR. J.A. PUELICHER AMENDMENT TO CONSULTING AGREEMENT AND SUPPLEMENTAL RETIREMENT PLAN This Amendment to the Consulting...Consulting Agreement • March 10th, 1998 • Marshall & Ilsley Corp/Wi/ • National commercial banks
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • January 15th, 1997 • Marshall & Ilsley Corp/Wi/ • National commercial banks • New York
September 18, 2000 Mr. Gordon H. Gunnlaugsson c/o Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 Dear Gordy: This letter agreement is intended to reflect our agreement concerning your early retirement from Marshall &...Retirement Agreement • November 14th, 2000 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
EMPLOYMENT AGREEMENT --------------------Employment Agreement • March 10th, 1999 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
ANDMerger Agreement • November 4th, 1997 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
ARTICLE II TRUST INDENTURE ACTCapital Securities Guarantee Agreement • January 15th, 1997 • Marshall & Ilsley Corp/Wi/ • National commercial banks • New York
AMENDMENT TO EMPLOYMENT AGREEMENT DATED APRIL 3, 1995, BETWEEN M&I AND MR. D.R. JONES AMENDMENT TO EMPLOYMENT AGREEMENT ---------------------------------Employment Agreement • March 10th, 1998 • Marshall & Ilsley Corp/Wi/ • National commercial banks
EXHIBIT 2(c) SHAREHOLDER VOTING AGREEMENT SHAREHOLDER VOTING AGREEMENT, dated as of December 3, 2001 (the "Agreement"), among MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (the "Company") and the persons listed on Schedule I hereto (each a...Shareholder Voting Agreement • January 15th, 2002 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
Exhibit 10(qq) EMPLOYMENT AGREEMENT DATED OCTOBER 16, 1997, BETWEEN M&I AND MR. D.H. WILSON EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT, entered into as of the 16th day of October, 1997, by and between MARSHALL & ILSLEY CORPORATION (the...Employment Agreement • March 10th, 1998 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN SECURITY CAPITAL CORPORATIONMerger Agreement • March 17th, 1997 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
MARSHALL & ILSLEY CORPORATION MEDIUM-TERM NOTES DISTRIBUTION AGREEMENTDistribution Agreement • May 31st, 2000 • Marshall & Ilsley Corp/Wi/ • National commercial banks • New York
RecitalsNoncompete Agreement • July 12th, 2002 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Missouri
Fredrikson & Byron, P.A. 1100 International Centre 900 Second Avenue South Minneapolis, MN 55402 (612) 347-7000 January 8, 2002Merger Agreement • January 8th, 2002 • Marshall & Ilsley Corp/Wi/ • National commercial banks
1 Exhibit 10.4 THE MARSHALL & ILSLEY CORPORATION AMENDED AND RESTATED DEFERRED COMPENSATION TRUST III as of August 21, 2003 This Agreement, initially effective as of the 12th day of February, 1998, and amended on February __, 2001 and August 18, 2003,...Deferred Compensation Trust Agreement • November 13th, 2003 • Marshall & Ilsley Corp/Wi/ • National commercial banks
EMPLOYMENT AGREEMENT THIS AGREEMENT, entered into as of the ___ day of ___________, 1999, by and between MARSHALL & ILSLEY CORPORATION (the "Company"), and _______________ the "Executive") (hereinafter collectively referred to as "the parties").Employment Agreement • March 10th, 1999 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
WITNESSETH:Stock Option Agreement • November 4th, 1997 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 19th, 2006 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
THIS AGREEMENT, entered into as of the 19th day of June, 2006, by and between MARSHALL & ILSLEY CORPORATION (the “Company”), and Gregory A. Smith (the “Executive”) (hereinafter collectively referred to as “the parties”).
1 Exhibit 10 CHANGE OF CONTROL AGREEMENT -------------------------- THIS AGREEMENT, entered into as of the 13th day of March, 2006, by and between MARSHALL & ILSLEY CORPORATION (the "Company"), and Michael C. Smith (the "Executive") (hereinafter...Change of Control Agreement • May 10th, 2006 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
1 Exhibit 10.3 THE MARSHALL & ILSLEY CORPORATION AMENDED AND RESTATED DEFERRED COMPENSATION TRUST II as of August 21, 2003 This Deferred Compensation Trust II by and between Marshall & Ilsley Corporation ("Company") and Marshall & Ilsley Trust Company...Deferred Compensation Trust • November 13th, 2003 • Marshall & Ilsley Corp/Wi/ • National commercial banks
March ___, 1997 EXCHANGE AGENT AGREEMENT ------------------------ The Chase Manhattan Bank 450 West 33rd Street, 15th Floor New York, NY 10001 Ladies and Gentlemen: M&I Capital Trust A, a Delaware statutory business trust (the "Trust") proposes to...Exchange Agent Agreement • March 7th, 1997 • Marshall & Ilsley Corp/Wi/ • National commercial banks • New York
AGREEMENT AND PLAN OF MERGER AMONG MARSHALL & ILSLEY CORPORATION, FIC ACQUISITION CORPORATION AND FIRST INDIANA CORPORATION Dated as of July 8, 2007Merger Agreement • July 9th, 2007 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Indiana
AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2007 (this “Agreement”), among MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (the “Company”), FIC ACQUISITION CORPORATION, a Wisconsin corporation (the “Merger Sub”), and FIRST INDIANA CORPORATION, an Indiana corporation (the “Seller”). Capitalized terms used herein without definition are defined in the Sections of this Agreement specified in the index of defined terms attached hereto.
MARSHALL & ILSLEY CORPORATION $569,000,000 MEDIUM-TERM NOTES DISTRIBUTION AGREEMENTDistribution Agreement • December 2nd, 2004 • Marshall & Ilsley Corp/Wi/ • National commercial banks • New York
Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Barclays Capital Inc. 200 Park Avenue New York, New York 10166 Bear Stearns & Co. Inc. 383 Madison Ave. New York, NY 10179 Citigroup Global Markets, Inc. 388 Greenwich St., 32nd Floor New York, NY 10013 Credit Suisse First Boston LLC 11 Madison Ave. New York, NY 10010 Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 HSBC Securities (USA) Inc. 452 Fifth Ave., Tower 9 New York, NY 10018 Lehman Brothers Inc. 745 Seventh Ave. New York, NY 10019 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center, 15th Floor New York, New York 10080 J.P. Morgan Securities, Inc. 270 Park Avenue, 9th Floor New York, NY 10017 Morgan Stanley & Co. Incorporated 1585 Broadway, 2nd Floor New York, NY 10036 UBS Securities LLC 677 Washington Boulevard Stamford, Connecticut 06901 Wachovia Capital Markets, LLC 30
METAVANTE HOLDING COMPANY STOCK PURCHASE RIGHT AGREEMENTStock Purchase Right Agreement • April 9th, 2007 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
Stock Purchase Right Agreement, dated as of [ ], 2007, (as it may be amended from time to time, this “Agreement”) between Metavante Holding Company, a Wisconsin corporation (the “Company”), and WPM, L.P., a Delaware limited partnership (“Investor”).
AMENDMENT NO. 1 TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • September 5th, 2007 • Marshall & Ilsley Corp/Wi/ • National commercial banks
This AMENDMENT NO. 1 TO THE EMPLOYEE MATTERS AGREEMENT, dated as of August 21, 2007 (this “Amendment”), is entered into among Metavante Holding Company, a Wisconsin corporation (“MVT Holding”), Metavante Corporation, a Wisconsin corporation (“MVT Corp.”) (MVT Holding and MVT Corp., collectively, the “MVT Parties”), New M&I Corporation, a Wisconsin corporation (“New MI Corp.”), and Marshall & Ilsley Corporation, a Wisconsin corporation (“MI Corp.”) (New MI Corp. and MI Corp., collectively, the “MI Parties”). Capitalized terms used herein and not otherwise defined, shall have the respective meanings assigned to them in the Employee Matters Agreement, dated as of April 3, 2007, among the MVT Parties and the MI Parties (the “Employee Matters Agreement”).
1 Exhibit 10(b) CHANGE OF CONTROL AGREEMENT --------------------------- THIS AGREEMENT, entered into as of the 12th day of January, 2005, by and between MARSHALL & ILSLEY CORPORATION (the "Company"), and Ronald E. Smith (the "Executive") (hereinafter...Change of Control Agreement • August 9th, 2005 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • April 9th, 2007 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2007, between Metavante Holding Company, a Wisconsin corporation (“MVT Holding”), Metavante Corporation, a Wisconsin corporation (“MVT Corp.”) (MVT Holding and MVT Corp., collectively, the “MVT Parties”), New M&I Corporation, a Wisconsin corporation (“New MI Corp.”), and Marshall & Ilsley Corporation, a Wisconsin corporation (“MI Corp.”) (New MI Corp. and MI Corp., collectively, the “MI Parties”). Capitalized terms used herein and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.
1 Exhibit 10(a) CHANGE OF CONTROL AGREEMENT THIS AGREEMENT, entered into as of the 10th day of January, 2001 by and between MARSHALL & ILSLEY CORPORATION (the "Company"), and Thomas R. Ellis (the "Executive") (hereinafter collectively referred to as...Change of Control Agreement • November 9th, 2004 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • July 9th, 2007 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Indiana
STOCKHOLDER VOTING AGREEMENT, dated as of July 8, 2007 (this “Agreement”), among Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”), and the persons listed on Schedule I attached hereto (each, a “Stockholder,” and collectively, the “Stockholders”).
