0001193125-08-010760 Sample Contracts

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.

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