Amended And Restated Limited Co. Agreement



 Exhibit 4.21 
  
 AMENDED AND RESTATED 
  
 LIMITED LIABILITY COMPANY AGREEMENT 
  
 OF 
  
 M&I CAPITAL B LLC 
  
 This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of M&I Capital B LLC, dated and effective as of June 23, 2004, is entered into by Marshall & Ilsley Corporation as the
sole member (the “Member”) and amends and restates the Limited Liability Company Agreement dated as of June 1, 2004. 
  
 The Member, by execution of this Agreement, hereby agrees as follows: 
  
 1. Name. The name of the limited liability company formed hereby is M&I Capital B LLC (the
“Company”). 
  
 2. Certificates. Larry D.
Lieberman is hereby designated an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of
the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the
designated “authorized person” within the meaning of the Act. The Member is hereby authorized to execute, deliver and file any certificates (and any amendments and/or restatements thereof) (i) to be filed in the office of the Secretary of
State of the State of Delaware, or (ii) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. 
  
 3. Purposes. 
  
 (a) The Company is formed for the purposes of issuing its common securities to the Member, issuing its debt securities, investing the proceeds of the
debt securities in preferred stock or common stock of the Member and engaging in only those activities necessary or incidental thereto. 
  
 (b) The Member shall fully and unconditionally guarantee all debt securities issued by the Company on a junior subordinated basis as set forth in the
form of indenture of the Company filed as an exhibit to the Registration Statement on Form S-3 (File No. 333-116138) of the Company. 
  
 (c) The Company’s debt securities shall be convertible or exchangeable only into preferred stock or common stock of the Member. 







 (d) The Company shall invest in securities of or loan to the Member or one or more companies controlled
by the Member at least 85% of any cash or cash equivalents received by the Company through the offering of its debt securities within six months of receipt of such cash or cash equivalents. 
  
 4. Principal Business Office. The principal business office of
the Company shall be located at such location as may hereafter be determined by the Member. 
  
 5. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. 
  
 6. Registered
Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. 
  
 7. Members. The name and the
mailing address of the Member are as follows: 
  

			
	 Name

	  	 Address


	 Marshall & Ilsley Corporation
	  	 770 North Water Street
 Milwaukee, WI 53202


  
 8. Limited
Liability. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member
shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company. 
  
 9. Capital Contributions. The Member is admitted as a member of the Company upon its execution and delivery of this Agreement. The Member
has contributed $10.00, in cash, and no other property, to the Company. 
  
 10. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company. 
  
 11. Allocation of Profits and Losses. The Company’s
profits and losses shall be allocated solely to the Member. 
  
 12. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not
be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. 
  

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 13. Management. 
  
 (a) In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall
have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of
the State of Delaware. Notwithstanding any other provisions of this Agreement, the Member has the authority to bind the Company and is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other
person or entity. 
  
 (b) Notwithstanding any other provision of
this Agreement, the Act or applicable law, rule or regulation, the Company, and the Member or any Officer on behalf of the Company, is hereby authorized to prepare and file with the Securities and Exchange Commission and to execute the Registration
Statement on Form S-3 or other appropriate form relating to the issuance of the Company’s debt securities, including the prospectus and the exhibits included therein, any pre-effective or post-effective amendments thereto and any registration
statements filed subsequent thereto under Rule 462(b) promulgated under the Securities Act of 1933, as amended. 
  
 14. Officers. The Member may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and
designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one
commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that
office. Any delegation pursuant to this Section 14 may be revoked at any time by the Member. An Officer may be removed with or without cause by the Member. 
  
 15. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently
or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 
  
 16. Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any person or entity bound by this Agreement for
any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such
Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full extent permitted by applicable law, a
Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in 
  

 3 








 respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to
such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof. 
  
 17. Assignments. The Member may at any time assign in whole or
in part its limited liability company interest in the Company; provided, however, that the Member or one or more of its majority-owned subsidiaries shall at all times own all of the Company’s voting securities. The transferee shall be admitted
to the Company as a member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. If the Member transfers all of its interest in the Company pursuant to this Section 17, such admission
shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. 
  
 18. Resignation. The Member may at any time resign from the Company. If the Member resigns pursuant to this
Section 18, an additional member shall be admitted to the Company, subject to Section 19 hereof, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed
effective simultaneously with the resignation, and, simultaneously with such admission, the resigning Member shall cease to be a member of the Company. 
  
 19. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent
of the Member; provided, however, that the Member or one or more of its majority-owned subsidiaries shall at all times own all of the Company’s voting securities. 
  
 20. Dissolution. 
  
 (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at
any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. 
  
 (b) The bankruptcy (as defined at Sections 18-101 and 18-304 of the Act) of
the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. 
  
 (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. 
  
 21. Separability of Provisions. Each provision of this
Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not
impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal. 
  

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 22. Entire Agreement. This Agreement constitutes the entire agreement of the Member with
respect to the subject matter hereof. 
  
 23. Governing
Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 
  
 24. Amendments. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and delivered by the Member. 
  
 25. Sole Benefit of Member. Except as expressly provided in Section 16, the provisions of this Agreement (including Section 10) are intended
solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and
no Member shall have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company. 
  
 26. Expenses. The Member shall pay all fees, costs and expenses of the Company. 
  
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

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 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this
Agreement as of the date first written above. 
  

			
	 MARSHALL & ILSLEY CORPORATION

		
	 By:
	 	 /s/ Randall J. Erickson


	 	 	 Name: Randall J. Erickson

	 	 	 Title: Senior Vice President



  

 6 








 AMENDED AND RESTATED 
  
 LIMITED LIABILITY COMPANY AGREEMENT 
  
 OF 
  
 M&I CAPITAL C LLC 
  
 This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of M&I Capital C LLC, dated and effective as of June 23,
2004, is entered into by Marshall & Ilsley Corporation as the sole member (the “Member”) and amends and restates the Limited Liability Company Agreement dated as of June 1, 2004. 
  
 The Member, by execution of this Agreement, hereby agrees as follows:

  
 1. Name. The name of the limited liability
company formed hereby is M&I Capital C LLC (the “Company”). 
  
 2. Certificates. Larry D. Lieberman is hereby designated an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company
with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the
designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member is hereby authorized to execute, deliver and file any certificates (and any amendments and/or
restatements thereof) (i) to be filed in the office of the Secretary of State of the State of Delaware, or (ii) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. 
  
 3. Purposes. 
  
 (a) The Company is formed for the purposes of issuing its common securities
to the Member, issuing its debt securities, investing the proceeds of the debt securities in preferred stock or common stock of the Member and engaging in only those activities necessary or incidental thereto. 
  
 (b) The Member shall fully and unconditionally guarantee all debt securities
issued by the Company on a junior subordinated basis as set forth in the form of indenture of the Company filed as an exhibit to the Registration Statement on Form S-3 (File No. 333-116138) of the Company. 
  
 (c) The Company’s debt securities shall be convertible or exchangeable
only into preferred stock or common stock of the Member. 







 (d) The Company shall invest in securities of or loan to the Member or one or more companies controlled
by the Member at least 85% of any cash or cash equivalents received by the Company through the offering of its debt securities within six months of receipt of such cash or cash equivalents. 
  
 4. Principal Business Office. The principal business office of
the Company shall be located at such location as may hereafter be determined by the Member. 
  
 5. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. 
  
 6. Registered
Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. 
  
 7. Members. The name and the
mailing address of the Member are as follows: 
  

			
	 Name

	  	 Address


	 Marshall & Ilsley Corporation
	  	 770 North Water Street
 Milwaukee, WI 53202


  
 8. Limited
Liability. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member
shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company. 
  
 9. Capital Contributions. The Member is admitted as a member of the Company upon its execution and delivery of this Agreement. The Member
has contributed $10.00, in cash, and no other property, to the Company. 
  
 10. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company. 
  
 11. Allocation of Profits and Losses. The Company’s
profits and losses shall be allocated solely to the Member. 
  
 12. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not
be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. 
  

 2 








 13. Management. 
  
 (a) In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall
have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of
the State of Delaware. Notwithstanding any other provisions of this Agreement, the Member has the authority to bind the Company and is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other
person or entity. 
  
 (b) Notwithstanding any other provision of
this Agreement, the Act or applicable law, rule or regulation, the Company, and the Member or any Officer on behalf of the Company, is hereby authorized to prepare and file with the Securities and Exchange Commission and to execute the Registration
Statement on Form S-3 or other appropriate form relating to the issuance of the Company’s debt securities, including the prospectus and the exhibits included therein, any pre-effective or post-effective amendments thereto and any registration
statements filed subsequent thereto under Rule 462(b) promulgated under the Securities Act of 1933, as amended. 
  
 14. Officers. The Member may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and
designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one
commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that
office. Any delegation pursuant to this Section 14 may be revoked at any time by the Member. An Officer may be removed with or without cause by the Member. 
  
 15. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently
or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 
  
 16. Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any person or entity bound by this Agreement for
any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such
Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full extent permitted by applicable law, a
Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in 
  

 3 








 respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to
such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof. 
  
 17. Assignments. The Member may at any time assign in whole or
in part its limited liability company interest in the Company; provided, however, that the Member or one or more of its majority-owned subsidiaries shall at all times own all of the Company’s voting securities. The transferee shall be admitted
to the Company as a member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. If the Member transfers all of its interest in the Company pursuant to this Section 17, such admission
shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. 
  
 18. Resignation. The Member may at any time resign from the Company. If the Member resigns pursuant to this
Section 18, an additional member shall be admitted to the Company, subject to Section 19 hereof, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed
effective simultaneously with the resignation, and, simultaneously with such admission, the resigning Member shall cease to be a member of the Company. 
  
 19. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent
of the Member; provided, however, that the Member or one or more of its majority-owned subsidiaries shall at all times own all of the Company’s voting securities. 
  
 20. Dissolution. 
  
 (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at
any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. 
  
 (b) The bankruptcy (as defined at Sections 18-101 and 18-304 of the Act) of
the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. 
  
 (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. 
  
 21. Separability of Provisions. Each provision of this
Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not
impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal. 
  

 4 








 22. Entire Agreement. This Agreement constitutes the entire agreement of the Member with
respect to the subject matter hereof. 
  
 23. Governing
Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 
  
 24. Amendments. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and delivered by the Member. 
  
 25. Sole Benefit of Member. Except as expressly provided in Section 16, the provisions of this Agreement (including Section 10) are intended
solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and
no Member shall have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company. 
  
 26. Expenses. The Member shall pay all fees, costs and expenses of the Company. 
  
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 5 








 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this
Agreement as of the date first written above. 
  

			
	 MARSHALL & ILSLEY CORPORATION

		
	 By:
	 	 /s/ Randall J. Erickson


	 	 	 Name: Randall J. Erickson

	 	 	 Title: Senior Vice President



  
  

 6 








 AMENDED AND RESTATED 
  
 LIMITED LIABILITY COMPANY AGREEMENT 
  
 OF 
  
 M&I CAPITAL D LLC 
  
 This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of M&I Capital D LLC, dated and effective as of June 23,
2004, is entered into by Marshall & Ilsley Corporation as the sole member (the “Member”) and amends and restates the Limited Liability Company Agreement dated as of June 1, 2004. 
  
 The Member, by execution of this Agreement, hereby agrees as follows:

  
 1. Name. The name of the limited liability
company formed hereby is M&I Capital D LLC (the “Company”). 
  
 2. Certificates. Larry D. Lieberman is hereby designated an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company
with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the
designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member is hereby authorized to execute, deliver and file any certificates (and any amendments and/or
restatements thereof) (i) to be filed in the office of the Secretary of State of the State of Delaware, or (ii) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. 
  
 3. Purposes. 
  
 (a) The Company is formed for the purposes of issuing its common securities
to the Member, issuing its debt securities, investing the proceeds of the debt securities in preferred stock or common stock of the Member and engaging in only those activities necessary or incidental thereto. 
  
 (b) The Member shall fully and unconditionally guarantee all debt securities
issued by the Company on a junior subordinated basis as set forth in the form of indenture of the Company filed as an exhibit to the Registration Statement on Form S-3 (File No. 333-116138) of the Company. 
  
 (c) The Company’s debt securities shall be convertible or exchangeable
only into preferred stock or common stock of the Member. 







 (d) The Company shall invest in securities of or loan to the Member or one or more companies controlled
by the Member at least 85% of any cash or cash equivalents received by the Company through the offering of its debt securities within six months of receipt of such cash or cash equivalents. 
  
 4. Principal Business Office. The principal business office of
the Company shall be located at such location as may hereafter be determined by the Member. 
  
 5. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. 
  
 6. Registered
Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. 
  
 7. Members. The name and the
mailing address of the Member are as follows: 
  

			
	 Name

	  	 Address


	 Marshall & Ilsley Corporation
	  	 770 North Water Street
 Milwaukee, WI 53202


  
 8. Limited
Liability. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member
shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company. 
  
 9. Capital Contributions. The Member is admitted as a member of the Company upon its execution and delivery of this Agreement. The Member
has contributed $10.00, in cash, and no other property, to the Company. 
  
 10. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company. 
  
 11. Allocation of Profits and Losses. The Company’s
profits and losses shall be allocated solely to the Member. 
  
 12. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not
be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. 
  

 2 








 13. Management. 
  
 (a) In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall
have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of
the State of Delaware. Notwithstanding any other provisions of this Agreement, the Member has the authority to bind the Company and is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other
person or entity. 
  
 (b) Notwithstanding any other provision of
this Agreement, the Act or applicable law, rule or regulation, the Company, and the Member or any Officer on behalf of the Company, is hereby authorized to prepare and file with the Securities and Exchange Commission and to execute the Registration
Statement on Form S-3 or other appropriate form relating to the issuance of the Company’s debt securities, including the prospectus and the exhibits included therein, any pre-effective or post-effective amendments thereto and any registration
statements filed subsequent thereto under Rule 462(b) promulgated under the Securities Act of 1933, as amended. 
  
 14. Officers. The Member may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and
designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one
commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that
office. Any delegation pursuant to this Section 14 may be revoked at any time by the Member. An Officer may be removed with or without cause by the Member. 
  
 15. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently
or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 
  
 16. Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any person or entity bound by this Agreement for
any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such
Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full extent permitted by applicable law, a
Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in 
  

 3 








 respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to
such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof. 
  
 17. Assignments. The Member may at any time assign in whole or
in part its limited liability company interest in the Company; provided, however, that the Member or one or more of its majority-owned subsidiaries shall at all times own all of the Company’s voting securities. The transferee shall be admitted
to the Company as a member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. If the Member transfers all of its interest in the Company pursuant to this Section 17, such admission
shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. 
  
 18. Resignation. The Member may at any time resign from the Company. If the Member resigns pursuant to this
Section 18, an additional member shall be admitted to the Company, subject to Section 19 hereof, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed
effective simultaneously with the resignation, and, simultaneously with such admission, the resigning Member shall cease to be a member of the Company. 
  
 19. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent
of the Member; provided, however, that the Member or one or more of its majority-owned subsidiaries shall at all times own all of the Company’s voting securities. 
  
 20. Dissolution. 
  
 (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at
any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. 
  
 (b) The bankruptcy (as defined at Sections 18-101 and 18-304 of the Act) of
the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. 
  
 (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. 
  
 21. Separability of Provisions. Each provision of this
Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not
impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal. 
  

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 22. Entire Agreement. This Agreement constitutes the entire agreement of the Member with
respect to the subject matter hereof. 
  
 23. Governing
Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 
  
 24. Amendments. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and delivered by the Member. 
  
 25. Sole Benefit of Member. Except as expressly provided in Section 16, the provisions of this Agreement (including Section 10) are intended
solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and
no Member shall have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company. 
  
 26. Expenses. The Member shall pay all fees, costs and expenses of the Company. 
  
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 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this
Agreement as of the date first written above. 
  

			
	 MARSHALL & ILSLEY CORPORATION

		
	 By:
	 	 /s/ Randall J. Erickson


	 	 	 Name: Randall J. Erickson

	 	 	 Title: Senior Vice President



  
  

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 AMENDED AND RESTATED 
  
 LIMITED LIABILITY COMPANY AGREEMENT 
  
 OF 
  
 M&I CAPITAL E LLC 
  
 This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of M&I Capital E LLC, dated and effective as of June 23,
2004, is entered into by Marshall & Ilsley Corporation as the sole member (the “Member”) and amends and restates the Limited Liability Company Agreement dated as of June 1, 2004. 
  
 The Member, by execution of this Agreement, hereby agrees as follows:

  
 1. Name. The name of the limited liability
company formed hereby is M&I Capital E LLC (the “Company”). 
  
 2. Certificates. Larry D. Lieberman is hereby designated an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company
with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the
designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member is hereby authorized to execute, deliver and file any certificates (and any amendments and/or
restatements thereof) (i) to be filed in the office of the Secretary of State of the State of Delaware, or (ii) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. 
  
 3. Purposes. 
  
 (a) The Company is formed for the purposes of issuing its common securities
to the Member, issuing its debt securities, investing the proceeds of the debt securities in preferred stock or common stock of the Member and engaging in only those activities necessary or incidental thereto. 
  
 (b) The Member shall fully and unconditionally guarantee all debt securities
issued by the Company on a junior subordinated basis as set forth in the form of indenture of the Company filed as an exhibit to the Registration Statement on Form S-3 (File No. 333-116138) of the Company. 
  
 (c) The Company’s debt securities shall be convertible or exchangeable
only into preferred stock or common stock of the Member. 







 (d) The Company shall invest in securities of or loan to the Member or one or more companies controlled
by the Member at least 85% of any cash or cash equivalents received by the Company through the offering of its debt securities within six months of receipt of such cash or cash equivalents. 
  
 4. Principal Business Office. The principal business office of
the Company shall be located at such location as may hereafter be determined by the Member. 
  
 5. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. 
  
 6. Registered
Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. 
  
 7. Members. The name and the
mailing address of the Member are as follows: 
  

			
	 Name

	  	 Address


	 Marshall & Ilsley Corporation
	  	 770 North Water Street
 Milwaukee, WI 53202


  
 8. Limited
Liability. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member
shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company. 
  
 9. Capital Contributions. The Member is admitted as a member of the Company upon its execution and delivery of this Agreement. The Member
has contributed $10.00, in cash, and no other property, to the Company. 
  
 10. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company. 
  
 11. Allocation of Profits and Losses. The Company’s
profits and losses shall be allocated solely to the Member. 
  
 12. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not
be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. 
  

 2 








 13. Management. 
  
 (a) In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall
have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of
the State of Delaware. Notwithstanding any other provisions of this Agreement, the Member has the authority to bind the Company and is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other
person or entity. 
  
 (b) Notwithstanding any other provision of
this Agreement, the Act or applicable law, rule or regulation, the Company, and the Member or any Officer on behalf of the Company, is hereby authorized to prepare and file with the Securities and Exchange Commission and to execute the Registration
Statement on Form S-3 or other appropriate form relating to the issuance of the Company’s debt securities, including the prospectus and the exhibits included therein, any pre-effective or post-effective amendments thereto and any registration
statements filed subsequent thereto under Rule 462(b) promulgated under the Securities Act of 1933, as amended. 
  
 14. Officers. The Member may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and
designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one
commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that
office. Any delegation pursuant to this Section 14 may be revoked at any time by the Member. An Officer may be removed with or without cause by the Member. 
  
 15. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently
or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 
  
 16. Exculpation and Indemnification. No Member or Officer shall be liable to the Company or any person or entity bound by this Agreement for
any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such
Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the full extent permitted by applicable law, a
Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that no Member or Officer shall be entitled to be indemnified in 
  

 3 








 respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to
such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof. 
  
 17. Assignments. The Member may at any time assign in whole or
in part its limited liability company interest in the Company; provided, however, that the Member or one or more of its majority-owned subsidiaries shall at all times own all of the Company’s voting securities. The transferee shall be admitted
to the Company as a member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. If the Member transfers all of its interest in the Company pursuant to this Section 17, such admission
shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. 
  
 18. Resignation. The Member may at any time resign from the Company. If the Member resigns pursuant to this
Section 18, an additional member shall be admitted to the Company, subject to Section 19 hereof, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed
effective simultaneously with the resignation, and, simultaneously with such admission, the resigning Member shall cease to be a member of the Company. 
  
 19. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent
of the Member; provided, however, that the Member or one or more of its majority-owned subsidiaries shall at all times own all of the Company’s voting securities. 
  
 20. Dissolution. 
  
 (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at
any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. 
  
 (b) The bankruptcy (as defined at Sections 18-101 and 18-304 of the Act) of
the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. 
  
 (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. 
  
 21. Separability of Provisions. Each provision of this
Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not
impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal. 
  

 4 








 22. Entire Agreement. This Agreement constitutes the entire agreement of the Member with
respect to the subject matter hereof. 
  
 23. Governing
Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 
  
 24. Amendments. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and delivered by the Member. 
  
 25. Sole Benefit of Member. Except as expressly provided in Section 16, the provisions of this Agreement (including Section 10) are intended
solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and
no Member shall have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company. 
  
 26. Expenses. The Member shall pay all fees, costs and expenses of the Company. 
  
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 5 








 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this
Agreement as of the date first written above. 
  

			
	 MARSHALL & ILSLEY CORPORATION

		
	 By:
	 	 /s/ Randall J. Erickson


	 	 	 Name: Randall J. Erickson

	 	 	 Title: Senior Vice President



  

 6