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Exhibit 10.1
TRANSITION AND CONSULTING AGREEMENT
THIS TRANSITION AND CONSULTING AGREEMENT is entered into and
made effective this 21st day of December 2006 between MARSHALL
& ILSLEY CORPORATION, a Wisconsin corporation, ("M&I") and
DENNIS J. KUESTER ("Executive").
RECITALS
Executive has over 30 years of experience with M&I and/or
its affiliates and is currently employed as Chief Executive Officer
of M&I. Executive possesses intimate knowledge of the
business and affairs of M&I and its affiliates, and their
respective policies, markets and financial and human resources.
Executive will retire as Chief Executive Officer at the 2007
M&I Annual Meeting of Shareholders ("Annual Meeting Date"), and
Executive will continue as an employee of M&I and Chairman of
the Board until January 1, 2008, at which time he will retire as an
employee of M&I.
M&I and Executive desire to set forth the terms of
Executive’s employment for the period commencing on the
Annual Meeting Date and ending on Executive’s retirement date
of January 1, 2008. Additionally, M&I desires to assure
the continued services of Executive, in a consulting capacity, on
its own behalf and/or on behalf of its affiliates following his
retirement for the period provided in this Agreement.
Executive is willing to continue to provide certain
services to M&I and/or its affiliates for such period, upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties agree as follows:
1.
Employment Transition Period . For the period in
which Executive will continue as an employee of M&I and
Chairman of the Board following his retirement as Chief Executive
Officer, Executive will receive salary at his current rate, and
continue participation in other compensation and benefit programs,
subject to approval by the Compensation and Human Resources
Committee of the Board where required. Upon his retirement as
an employee on January 1, 2008, Executive will also be fully vested
in any outstanding restricted shares or restricted share units,
which are not otherwise vested in accordance with their normal
terms on such date.
2.
Consulting . Starting on January 2, 2008, Executive
agrees to provide the services described in Section 4 hereof for
the period stated in Section 3 hereof, subject to the other terms
and conditions herein provided.
3.
Term . The consulting term shall begin on January
2, 2008, and shall continue for as long as Executive continues to
serve on the Board of Directors of M&I (the "Board"), unless
this Agreement is sooner terminated by the mutual written consent
of the parties hereto or by Executive’s death or disability
such that he is unable to perform his duties hereunder (the
"Term").
4.
Duties . During the Term, Executive shall devote
his best efforts and such of his business time, attention, skill
and efforts as are necessary to consult with the executive officers
and Board of M&I and its affiliates with respect to such
matters as may be reasonably requested by M&I at such times as
are mutually convenient for Executive and M&I. In
addition to his duties as Chairman of M&I for the period in
which he acts in that capacity, Executive shall also maintain
continued involvement with area businesses on M&I’s
behalf, including business development and retention, and
participation in selected charitable organizations.
5.
Compensation During the Term and While Chairman of the
Board . As compensation for the services to be provided
during the Term and while Executive is Chairman of the Board,
Executive shall receive from M&I or its affiliates the benefits
set forth below:
A.
Cash Compensation . In lieu of any Board retainer
fees, but in addition to the other Board compensation (board and
committee meeting fees and equity awards) to which Executive is
otherwise entitled as a non-employee member of the Board, M&I
shall pay Executive $20,833.33 per month for each full or partial
month during which he serves as Chairman of the Board. Such
amount will remain in effect for calendar year 2008 and thereafter
will be subject to annual review by the Compensation and Human
Resources Committee and the Board. To the extent Executive
serves on other subsidiary boards, Executive will receive
compensation consistent with other non-employee directors.
B.
Reimbursement of Expenses . M&I shall pay or
reimburse Executive for all reasonable travel and other expenses
incurred by Executive in the performance of his duties hereunder
upon compliance with M&I’s expense reimbursement policy
that applies to senior executives of M&I. Upon
Executive’s request, M&I shall provide the Executive
continued access to M&I’s facilities and services, and at
its expense, furnish Executive with secretarial services and office
space sufficient for Executive to perform his duties hereunder, at
a location mutually convenient for M&I and the Executive.
C.
Company Car . M&I shall provide Executive, at
M&I’s expense, with a vehicle that is similar in quality
to those provided by M&I to Executive while Executive was
employed as Chief Executive Officer of M&I.
D.
Company Aircraft . M&I shall provide Executive
with acce
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