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Exbibit (10)(ss)
ASSIGNMENT AND
ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND
ASSUMPTION AGREEMENT (this “Agreement”) is made and
entered into this 1 st 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”).
BACKGROUND
As part of a larger
transaction whereby the banking and data processing businesses of
Marshall & Ilsley Corporation (“Old M&I”)
were separated into two publicly-traded companies on
November 1, 2007, Old M&I was converted into a limited
liability company, LLC. All of the membership interests in LLC are
owned by New M&I, which is the parent of the entities engaged
in the banking business. Old M&I was a party to a letter
agreement with you dated December 21, 2006 regarding the terms
of a supplemental executive retirement benefit (the
“SERP”). The SERP became the obligation of LLC, by
operation of law, when Old M&I converted to a limited liability
company. The purpose of this Agreement is to assign the SERP from
the LLC to New M&I, to have Executive consent to the
assignment, and to reflect transitional rules promulgated by the
Internal Revenue Service under Section 409A of the Internal
Revenue Code in Notice 2007-86.
NOW, THEREFORE, in
consideration of the foregoing and the covenants and agreements of
the parties set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, LLC, New M&I and Executive hereby promise and
agree as follows:
1. LLC hereby assigns and
transfers to New M&I all of LLC’s right, title and
int
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