0001193125-06-007334 Sample Contracts

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 17th, 2006 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Missouri

STOCKHOLDER VOTING AGREEMENT, dated as of December 21, 2005 (the ”Agreement”), among Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”) and the persons listed on Schedule I hereto (each a “Stockholder” and, collectively, the “Stockholders”).

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LEWIS, RICE & FINGERSH, L.C. ATTORNEYS AT LAW
Agreement and Plan of Merger • January 17th, 2006 • Marshall & Ilsley Corp/Wi/ • National commercial banks

We have acted as counsel to Trustcorp Financial, Inc. (“Trustcorp”) in connection with the preparation and execution of the Agreement and Plan of Merger (the “Agreement”), dated as of December 21, 2005, by and between Trustcorp and Marshall & Ilsley Corporation (“M&I”). The Agreement provides for the merger of the Trustcorp with and into M&I (the “Merger”). Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the Agreement.

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 17th, 2006 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Missouri

STOCKHOLDER VOTING AGREEMENT, dated as of December 31, 2005 (the ”Agreement”), among Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”) and the persons listed on Schedule I hereto (each a “Stockholder” and, collectively, the “Stockholders”).

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