Exhibit (10)(d)
AMENDED AND RESTATED
DIRECTORS DEFERRED COMPENSATION PLAN
OF
MARSHALL & ILSLEY
CORPORATION
as of August 16,
2007
Recitals
The Board of Directors of
Marshall & Ilsley Corporation (“the Company”)
initially established this Directors Deferred Compensation Plan,
effective as of January 1, 1985 (the “Plan”). The
Plan was amended and restated effective January 1, 1995 and
February 12, 1998, and further amended and restated effective
August 21, 2003 and August 16, 2007. The purpose of the
Plan is to allow the Company’s directors to elect to defer
their compensation for serving on the Company’s Board
(including the deferral of gains on the exercise of stock options
and vesting of restricted stock). Such deferrals are deemed
invested, at the directors’ elections, in either common stock
of the Company (“Common Stock”) or Treasury Bills (with
the exception of gains on the exercise of stock options and vesting
of restricted stock which must be invested in Common Stock). At
retirement from the Board, deferrals are paid out over a period of
time previously designated by each director, unless otherwise
provided herein.
Article I
Definitions
“ Account A ”
means a bookkeeping account being administered for the benefit of a
Participant under Paragraph 3.1, below.
“ Account B ”
means a bookkeeping account being administered for the benefit of a
Participant under Paragraph 3.2, below.
“ Account C ”
means a bookkeeping account being administered for the benefit of a
Participant under Paragraph 3.3, below.
“ Administrator ”
means the person or persons selected pursuant to Article VI, below,
to control and manage the operation and administration of the
Plan.
“ Affiliate ”
means any corporation or other entity which directly or indirectly
controls, is controlled by, or under common control with, the
referenced entity. Control means the ability to elect a majority of
the Board of Directors of the corporation or other entity, or if
there is no Board of Directors, a majority of the body which
governs the entity.
“ Change in Control
” has the same meaning as in the Marshall & Ilsley
Corporation 2006 Equity Incentive Plan.
“ Committee ”
means the Compensation and Human Resources Committee of the Board
of Directors of the Company.
“ Common Stock ”
means the authorized and issued or unissued $1.00 par value common
stock of the Company.
“ Companies ”
means, prior to the Separation Transaction, Marshall &
Ilsley Corporation and any subsidiary thereof. After the Separation
Transaction, “Companies” means the publicly-traded
corporation with the name Marshall & Ilsley Corporation,
and all entities that are Affiliates thereof.
“ Company ” mean,
prior to the Separation Transaction, Marshall & Ilsley
Corporation, a Wisconsin corporation, or a successor thereof. After
the Separation Transaction, the “Company” means the
publicly-traded corporation with the name Marshall &
Ilsley Corporation.
“ Compensation ”
means the annual retainer fees, attendance fees and committee fees
payable by the Companies to a Participant for a Plan Year without
reduction for withholding taxes and exclusive of the value of any
fringe benefits which the Participant receives or is entitled to
receive as a Director of the Companies.
“ Director ”
means any member of the Boards of Directors of the Companies who is
not an employee of the Companies.
“ Fair Market Value
” means the closing sale price of the Common Stock on the New
York Stock Exchange as reported in the Midwest Edition of the Wall
Street Journal for the applicable date; provided that, if no sales
of Common Stock were made on said exchange on that date,
“Fair Market Value” shall mean the closing sale price
of the Common Stock as reported for the next succeeding day on
which sales of Common Stock are made on said exchange, or, failing
any such sales, such other market price as the Committee may
determine in conformity with pertinent law and regulations of the
Treasury Department.
“ Metavante”
means, after the Separation Transaction, the publicly-traded parent
of the group of companies that includes the Company’s former
subsidiary, Metavante Corporation.
“ Net Shares ”
means the difference between the number of shares of Common Stock
subject to a stock option for which an election has been made
pursuant to Paragraph 2.1 hereof, and the number of shares of
Common Stock delivered, directly or by attestation, to satisfy the
stock option exercise price. The value of the Common Stock for
purposes of determining the number of Net Shares shall be Fair
Market Value.
“ Participant ”
means each member of or Board of Directors of the Companies who
elects to participate in the Plan for a Plan Year.
“ Plan ” means
the Amended and Restated Directors’ Deferred Compensation
Plan of Marshall & Ilsley Corporation, as described
herein, and as the same hereafter may be amended from time to
time.
“ Plan Year ”
means the 12-month period beginning on January 1 of any year
and ending on December 31.
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“ Restricted Shares
” means an award of stock under an Executive Stock Option and
Restricted Stock Plan of the Company, or any similar plan, which
may contain transferability or forfeiture provisions (including a
requirement of future services), all as set forth in an award
agreement.
“ Restricted Units
” means units held in a Participant’s Account C which
are received upon surrender of Restricted Shares and have the same
transferability or forfeiture provisions (including the requirement
of future services) as the Restricted Shares surrendered in
exchange therefor. Each Restricted Unit represents one share of
Common Stock.
“ Separation
Transaction ” means the transaction whereby Metavante and
the Company become separate publicly-traded companies.
“ Trust ” means
the Company’s Deferred Compensation Trust III.
Article II
Participation and Election of
Accounts
2.1 Participation . Each
Director may elect, in accordance with the election procedures
prescribed by the Committee from time to time, to become a
Participant in the Plan for a Plan Year and to have all or a
portion of his Compensation for such Plan Year arising after the
date of the election deferred for his benefit under the Plan. Each
Director may elect, in accordance with the election procedures
prescribed by the Committee from time to time, to become a
Participant in the Plan for a Plan Year and to have all or a
portion of the Net Shares received from the exercise of a
nonstatutory stock option, or Restricted Units, deferred for his
benefit under the Plan.
2.2 Election of Accounts . At
the time a Director elects to be a Participant for a Plan Year, he
also may elect that any portion or all of his Compensation for the
Plan Year which is deferred hereunder be allocated to his Account A
or Account B. If no such election is made, all of his Compensation
deferred for the Plan Year shall be allocated to his Account B. Net
Shares deferred under this Plan and Restricted Units will be
allocated to Account C.
2.3 Manner of Election . Any
election pursuant to Paragraphs 2.1 or 2.2, above, shall be made in
writing on such form or forms as the Committee shall prescribe from
time to time. If a Participant elects to have less than all of his
Compensation for a Plan Year deferred or elects that portions of
his deferred Compensation be allocated to different Accounts, the
election shall set forth the method for determining the amount to
be so deferred or allocated. All elections shall be effective when
filed with the Secretary of the Company.
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Article III
Administration of
Accounts
3.1 Account A .
(a) Amounts allocated to a
Participant’s Account A shall be considered to be invested in
Common Stock on a monthly basis, and such Participant’s
Account A shall be credited with the equivalent number of shares of
Common Stock (hereinafter referred to as “Credited
Shares”) which the amount allocated would have purchased on a
common investment date, which will typically be any of the first
five business days of any month, determined in the sole discretion
of an independent brokerage agent. In addition, to the extent
Credited Shares are held on the record date for any dividend, each
Participant’s Account A shall be credited with a number of
additional Credited Shares resulting from the reinvestment of
dividends on a common investment date, which will typically be any
of the first five business days after the payment of the dividend,
determined in the sole discretion of an independent brokerage
agent.
(b) In the event of any distribution
with respect to Common Stock other than a cash dividend, such as a
stock split, stock dividend or similar transaction, each
Participant’s Account A shall be credited with a number
of additional Credited Shares or other consideration as determined
by the Committee in its sole discretion. Account A will be
denominated in whole and fractional shares. In clarification of the
foregoing, upon the occurrence of the Separation Transaction, a
Participant’s Account A will hold both Common Stock and
common stock of Metavante (hereafter, “Metavante
Stock”) determined as if the Participant were a shareholder
of the Company for the number of shares in his Account A
immediately prior to the Separation Transaction.
(c) In the event of a Change in
Control, a Participant’s Account A shall be credited with the
same amount and type of consideration which a shareholder of the
Company would have received holding the same number of shares of
Common Stock as are held in the Participant’s Account A at
the time of the payment of the consideration. If there is a
shareholder election as to the type of consideration received in a
Change in Control, a Participant’s Account A will be
credited with consideration assuming that the Participant elected
the maximum amount of stock which is available to electing
shareholders, adjusted for any proration required because of
oversubscription.
3.2 Account B . Amounts
allocated to a Participant’s Account B shall be considered to
be invested in U.S. Treasury Bills having a maturity of 13 weeks.
Each Participant’s Account B shall be credited on the last
day of each calendar quarter with the amount of interest which
would have been earned if the balance in a Participant’s
Account B, as of the last day of the previous calendar quarter
(including interest credited hereunder for the previous calendar
quarter) plus one-half of the applicable deferrals made during the
subject calendar quarter were invested in U.S. Treasury Bills with
a maturity of 13 weeks. The rate of interest applied will be
determined by the Committee or its designees from time to time in
accordance with guidelines disclosed to the
Participants.
3.3 Account C .
(a) Net Shares and Restricted Units
deferred pursuant to a Participant’s timely-filed election
shall be allocated to a Participant’s Account C and shall be
considered to be invested in Credited Shares. In addition, to the
extent Credited Shares are held on the record date for
any
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dividend, each Participant’s Account C
shall be credited with a number of additional Credited Shares
resulting from the reinvestment of dividends on a common investment
date, which will typically be any of the first five business days
after the payment of the dividend, determined in the sole
discretion of an independent brokerage agent.
(b) In the event of any distribution
with respect to Common Stock other than a cash dividend, such as a
stock split, stock dividend or similar transaction, each
Participant’s Account C shall be credited with a number
of additional Credited Shares or other consideration as determined
by the Committee in its sole discretion. Account C will be
denominated in whole and fractional shares. In clarification of the
foregoing, upon the occurrence of the Separation Transaction, a
Participant’s Account C will hold both Common Stock and
common stock of Metavante (hereafter, “Metavante
Stock”) determined as if the Participant were a shareholder
of the Company for the number of shares in his Account C (including
Restricted Units) immediately prior to the Separation
Transaction.
(c) In the event of a Change in
Control, a Participant’s Account C shall be credited with the
same amount and type of consideration which a shareholder of the
Company
