AMENDMENT OF EMPLOYMENT AGREEMENT
This Amendment of Employment Agreement ("Amendment #3"), dated as of
November 3, 1997, is between Advantage Bancorp, Inc. ("Advantage"),
Advantage Bank, FSB (the "Bank"), Xxxx X. Xxxxxx (the "Employee") and
Xxxxxxxx & Ilsley Corporation ("M&I").
WHEREAS, Employee and the Bank entered into an Employment Agreement
on March 20, 1992, which has been amended on two previous occasions (the
"Employment Agreement"); and
WHEREAS, M&I and Advantage have entered into an Agreement and Plan of
Merger dated as of the date hereof (the "Merger Agreement") pursuant to
which Advantage will merge with and into M&I with M&I being the survivor
(the "Merger").
NOW, THEREFORE, in connection with, and as consideration for, such
Merger, the parties hereto wish to enter into this Amendment #3 as
follows.
1. Agreement as to Pay-out. The parties hereto agree that (A) the
Merger (if consummated) will satisfy the conditions in the Employment
Agreement for a lump sum cash payment to Employee pursuant to Section 8 of
the Employment Agreement and, accordingly, the Bank shall make such
payment to Employee (subject to the limitations set forth in the last
sentence of Section 8(a) of the Employment Agreement as amended hereby),
within 25 business days after the Merger so long as (i) Employee is
employed by the Bank on the date of the Merger and (ii) Employee executes
a complete and permanent release of all claims arising out of his
employment through the date of the Merger in the form attached hereto, and
does not revoke the release within the statutory period for revocation and
(B) the "Date of Termination", as used in the Employment Agreement, shall
be the date of the Merger. The parties further agree that, except for
health insurance benefits to be provided by M&I to Employee through
March 20, 2000 pursuant to the M&I Health Program with the same cost
sharing arrangement provided to M&I employees, the Employment Agreement
will not govern the terms and conditions of Employee's employment with the
Bank or any successor thereto after the Merger.
2. Amendment of Section 8. Section 8(a) of the Employment Agreement
shall be amended by deleting the last sentence thereof in its entirety and
substituting the following:
"Notwithstanding any other statement or provision herein to the
contrary, the amounts payable to the Employee pursuant to subsections
(i) and (ii) above shall not exceed $1,094,802.
3. Choice of Law. This Amendment #3 shall be governed by, and
construed in accordance with the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the undersigned have executed this Amendment of
Employment Agreement as of the date set forth above.
ADVANTAGE BANCORP, INC. ADVANTAGE BANK, FSB
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
Title: Senior Vice President Title: Senior Vice President
EMPLOYEE XXXXXXXX & XXXXXX CORPORATION
/s/ Xxxx X. Xxxxxx By: /s/ M.A. Xxxxxxxx
Xxxx X. Xxxxxx
Title: /s/ Senior Vice President and
Secretary
