Form of Omnibus Amendment Agreement



 Exhibit 10.2 
 FORM OF OMNIBUS AMENDMENT AGREEMENT 
 This Omnibus Amendment Agreement, dated as of November
    , 2008 (the “Agreement”), is entered into by and between
                                        
(the “Executive”) and Marshall & Ilsley Corporation (the “Company”). 
 WHEREAS, the Executive is, or may in the
future be, a Senior Executive Officer of the Company, as defined in subsection 111(b)(3) of the Emergency Economic Stabilization Act of 2008 (the “EESA”) and regulations issued thereunder, including the rules set forth in 31 C.F.R. Part 30
(a “Senior Executive Officer”); and 
 WHEREAS, in connection with the purchase by the United States Department of the Treasury
(the “Treasury”) of certain preferred shares and warrants of the Company (the “Purchased Securities”), pursuant to a Letter Agreement and a Securities Purchase Agreement, between the Treasury and the Company (the “Purchase
Agreement”), the Company is required to meet certain executive compensation and corporate governance standards under Section 111(b) of the EESA, as implemented by guidance or regulation thereunder that has been issued and is in effect as
of the Closing Date (as defined in the Purchase Agreement) (such guidance or regulation being hereinafter referred to as the “CPP Guidance”); and 
 WHEREAS, as a condition to the Closing (as defined in Section 1.2(a) of the Securities Purchase Agreement), Section 1.2(d)(iv)(A) thereof provides that the Company is required to have effected such changes
to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, the “Compensation and Benefit Arrangements”) with respect to its
Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the period that Treasury owns
any Purchased Securities, in order to comply with Section 111(b) of the EESA as implemented by guidance or regulation thereunder that has been issued and is in effect as of the Closing Date; and 
 WHEREAS, in consideration for the benefits the Executive will receive as a result of the participation of the Company in the Treasury’s TARP Capital
Purchase Program, the Executive desires to modify the Executive’s Compensation and Benefit Arrangements to the extent necessary to comply with Section 111(b) of the EESA, the CPP Guidance and the Purchase Agreement. 
 NOW, THEREFORE, in consideration of the foregoing and the covenants set forth herein, the Executive and the Company hereby agree as follows: 

 

	 	1.	 Amendments to the Compensation and Benefit Arrangements. Effective as of the date hereof (to the extent the Executive is a Senior Executive Officer for the
2008 calendar year) or effective as of any calendar year commencing after January 1, 2008, if any, as to which the Executive shall in the future be a Senior Executive Officer and any Purchased Securities are owned by the Treasury, the
Executive’s Compensation and Benefit Arrangements are hereby amended by this Agreement during such and any subsequent periods as necessary to comply with the executive compensation and corporate 











	 	 
governance requirements of Section 111(b) of the EESA and the CPP Guidance, and the provisions of Sections 1.2(d)(iv), 1.2(d)(v) or 4.10 of the Purchase
Agreement, including as follows: 


  

	 	a.	In the event that any payment or benefit to which the Executive is or may become entitled under the Compensation and Benefit Arrangements is a “golden parachute payment”
for purposes of Section 111(b) of the EESA and the CPP Guidance, including the rules set forth in § 30.9 Q-9 of 31 C.F.R. Part 30, (i) the Company shall not make or provide (nor shall the Company be obligated to make or provide),
during the period that the Treasury owns any Purchased Securities, such payment or benefit to the Executive, and (ii) the Executive shall not be entitled to receive, during the period that the Treasury owns the Purchased Securities, such
payment or benefit. 

  

	 	b.	Any bonus or incentive compensation paid to the Executive during the period that the Treasury owns the Purchased Securities will be subject to recovery or “clawback” by
the Company or its affiliates if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, all within the meaning of Section 111(b) of the EESA and the CPP Guidance.


  

	 	c.	In the event that the Compensation and Human Resources Committee of the Board of Directors of the Company determines that any incentive compensation arrangement pursuant to which
the Executive is or may be entitled to a payment encourages the Executive to take unnecessary and excessive risks that threaten the value of the financial institution within the meaning of §30.9 Q-4 of 31 C.F.R. Part 30, the Committee, on
behalf of the Company, shall take such action as is necessary to amend such incentive compensation arrangements to eliminate such encouragement, and the Executive’s incentive compensation will be determined pursuant to such amended
arrangements. 

  

	 	2.	Miscellaneous. 

  

	 	a.	The Executive’s execution of this Agreement shall not be determinative of the Executive’s status as a Senior Executive Officer. 

  

	 	b.	This Agreement shall be void and without effect ab initio if the Closing (as defined in the Purchase Agreement) of the transactions contemplated by the Purchase Agreement
does not occur. 

  

	 	c.	This Agreement may be executed in one or more counterparts, each of which when executed shall be an original, but all of which when taken together shall constitute one and the same
agreement. 

  

	 	d.	This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Wisconsin. 

  

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 IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized
representative and the Executive has hereunto set his hand as of the day and year first above written. 
  

							
	EXECUTIVE	 		 	MARSHALL & ILSLEY CORPORATION
				
	  
	 		 	By:	 	  

		 		 	Name:	 	Paul J. Renard
		 		 	Title:	 	Senior Vice President