TRANSITION AND CONSULTING AGREEMENT BETWEEN THE COMPANY AND DENNIS J. KUESTER DATED DECEMBER 21, 2006

 

 

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 access to M&I aircraft, at M&I expense, provided, however, that Executive’s unreimbursed use of the aircraft shall be limited to (i) direct M&I business use or (ii) personal use subject to an annual maximum of 40 hours.  Should Executive’s usage of M&I aircraft exceed the amount set forth in the prior sentence, Executive shall reimburse M&I for the excess, valued based on the net incremental cost of such usage as determined for securities law reporting purposes at such time.

 

E.

Club Dues.  M&I shall reimburse Executive for club dues for the same clubs for which M&I reimbursed him in 2007.

 

F.

Financial Planning Services.  M&I shall provide Executive, at M&I’s expense, with the same financial planning services that are available to senior executives of M&I.

 

6.

Compensation During the Term and While No Longer Chairman of the Board.  As compensation for the services to be provided during the Term and for such period of time, if any, while Executive remains on the Board, but is no longer Chairman of the Board, Executive shall receive from M&I or its affiliates the benefits set forth below:

 

A.

Cash Compensation.   Executive shall receive compensation for board service 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.  Subject to the limitation in paragraph G below, at M&I’s expense, M&I shall provide Executive 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.  Subject to the limitation in paragraph G below, at M&I’s expense, M&I shall provide Executive with access to M&I aircraft provided, however, that Executive’s unreimbursed use of the aircraft shall be limited to (i) direct M&I business use or (ii) personal use subject to an annual maximum of fifty thousand dollars ($50,000) in value.  Should Executive’s usage of M&I aircraft exceed the amount set forth in the prior sentence, Executive shall reimburse M&I for the excess, valued based on the net incremental cost of such usage as determined for securities law reporting purposes at such time.

 

E.

Club Dues.  Subject to the limitation in paragraph G below, M&I shall reimburse Executive for club dues for the same clubs for which M&I reimbursed him in 2007.

 

F.

Financial Planning Services.  Subject to the limitation in paragraph G, below, at M&I’s expense, M&I shall provide Executive with the same financial planning services that are available to senior executives of M&I.

 

G.

Maximum Annual Benefit.  The maximum annual benefit provided by M&I on behalf of Executive for his personal expenses (including those benefits enumerated in paragraphs C, D, E and F of this Section 6) shall be limited to One Hundred Thousand Dollars ($100,000) in value.  If the value of the benefits provided in any one year exceeds $100,000, Executive will promptly reimburse M&I for such excess.  The benefits provided under paragraphs C, D, E and F hereof, and any other benefits provided to Executive, shall be valued based on the methodology used to value these or similar benefits for securities law reporting purposes at such time.

 

7.

Confidentiality.  In exchange for the benefits provided to Executive in Sections 5 and 6, above, Executive agrees to be bound by the provisions of this Section 7.  The term “Company,” as used in this Section 7 includes all Affiliates of M&I.  “Affiliate” means any corporation, partnership, limited liability company or other business entity which, directly or indirectly through one or more intermediaries, is controlled by M&I.  The term “control” means the power, directly or indirectly, to vote 50% or more of the securities which have ordinary voting power in the election of directors (or individuals filling any analogous positions).

 

A.

Confidential Information.  During the Term, and for the two years subsequent to the Term, Executive shall not make any Unauthorized Disclosure.  For purposes of this Agreement, “Unauthorized Disclosure” shall mean Executive’s use or direct or indirect disclosure, without the consent of the Board of Directors of M&I, to any person, other than (i) use or disclosure required in order to perform his duties during the Term and (ii) use or disclosure that may be legally required (provided the provisions of paragraph B of Section 7 hereof are complied with), of any confidential information obtained by Executive, including, but not limited to, confidential information with respect to any of the Company’s customers, business plans, financial results and pricing, methods of operation, services and products (the “Confidential Information”); provided, however, that Confidential Information shall not include any information which was or becomes generally available to the public other than as a result of a wrongful disclosure by Executive, or which the Company previously publicly discloses.  Nothing herein shall limit Executive’s confidentiality obligation as regards any information which is a trade secret as currently defined in the Wisconsin Uniform Trade Secrets Act, or any successor thereto, which Executive acknowledge may extend beyond the Term, and the two year period after the Term.

B.

Legally-Required Disclosure.  If Executive is requested or becomes legally required or compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a governmental body to make any disclosure that is prohibited or otherwise constrained by this Agreement, Executive will provide M&I with prompt written notice of such request so that it may seek an appropriate protective order or other appropriate remedy.  Subject to the foregoing, Executive may furnish that portion (and only that portion) of the Confidential Information that Executive is legally compelled or is otherwise required to disclose.

8.

Miscellaneous.

A.

Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns.  The term “M&I” as used herein shall include such successors and assigns.  The term “successors and assigns” as used herein shall mean a corporation or other entity acquiring all or substantially all the assets and business of M&I (including this Agreement) whether by operation of law or otherwise.

B.

Amendment.  This Agreement may not be amended or modified except by written instrument executed by the Company and Executive.

C.

Change in Control Agreement.  Executive acknowledges that as a result of his retirement and change in status from employee to independent contractor of the Company, the Change in Control Agreement between Company and Executive dated as of August 12, 1999 shall terminate on his retirement from the Company on January 1, 2008.

D.

Governing Law.  This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin, without giving effect to its principles of conflicts of laws.  

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

MARSHALL & ILSLEY CORPORATION

 

 

By:

/s/ Paul J. Renard                                     

Paul J. Renard, Senior Vice President

 

 

EXECUTIVE

 

 

/s/ Dennis J. Kuester                                         

Dennis J. Kuester

 

 

 
                                                                  Exhibit 10(dd)
 
                           CHANGE OF CONTROL AGREEMENT
                           ---------------------------
 
         THIS AGREEMENT, entered into as of the _____ day of _____________,
1999, by and between MARSHALL & ILSLEY CORPORATION (the "Company"), and
_________________ __________________ (the "Executive") (hereinafter collectively
referred to as "the parties").
 
                             W I T N E S S E T H:
 
         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the possibility of a Change of Control (as hereinafter defined in Section
2) exists and that the threat of or the occurrence of a Change of Control can
result in significant distractions of its key management personnel because of
the uncertainties inherent in such a situation; and
 
         WHEREAS, the Board has determined that it is essential and in the best
interest of the Company and its shareholders to retain the services of the
Executive in the event of a threat or occurrence of a Change of Control and to
ensure his continued dedication and efforts in such event without undue concern
for his personal financial and employment security; and
 
         WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat of or the occurrence of a
Change of Control, the Company desires to enter into this Agreement with the
Executive.
 
         NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:
 
         1. Employment Term. (a) The "Employment Term" shall commence on the
            ---------------
first date during the Protected Period (as defined in Section 1(c), below) on
which a Change of Control (as defined in Section 2, below) occurs (the
"Effective Date") and shall expire on the third anniversary of the Effective
Date; provided, however, that at the end of each day of the Employment Term the
      --------  -------
Employment Term shall automatically be extended for one (1) day unless either
the Company or the Executive shall have given written notice to the other at
least thirty (30) days prior thereto that the Employment Term shall not be so
extended.
 
         (b) Notwithstanding anything contained in this Agreement to the
contrary, if the Executive's employment is terminated prior to the Effective
Date and the Executive reasonably demonstrates that such termination (i) was at
the request of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change of Control, or (ii) otherwise occurred
in connection with or in anticipation of a Change of Control, then for all
purposes of this Agreement, the Effective Date shall mean the date immediately
prior to the date of such termination of the Executive's employment.
 
         (c) For purposes of this Agreement, the "Protected Period" shall be the
three (3) year period commencing on the date hereof; provided, however, that at
                                                     --------  -------
the end of each day the
 
                                       1
<PAGE>
 
Protected Period shall be automatically extended for one (1) day unless at least
thirty (30) days prior thereto the Company shall have given written notice to
the Executive that the Protected Period shall not be so extended; and provided,
                                                                      --------
further, that notwithstanding any such notice by the Company not to extend, the
-------
Protected Period shall not end if prior to the expiration thereof any third
party has indicated an intention or taken steps reasonably calculated to effect
a Change of Control, in which event the Protected Period shall end only after
such third party publicly announces that it has abandoned all efforts to effect
a Change of Control.
 
         2.  Change of Control.  For purposes of this Agreement, a "Change of
             -----------------
Control" shall mean the first to occur of the following:
 
         (a) The acquisition by any individual, entity or "group" (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of thirty-three percent (33%) or
more of either (i) the then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (ii) the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions of common stock shall not
--------  -------
constitute a Change of Control: (i) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion privilege or
by one person or a group of persons acting in concert), (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company or (iv) any acquisition by any corporation pursuant to a
reorganization, merger, statutory share exchange or consolidation which would
not be a Change of Control under subsection (c) of this Section 2; or
 
         (b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
       --------  -------
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened "election contest" or other actual or
threatened "solicitation" (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) of proxies or consents by or on behalf
of a person other than the Incumbent Board; or
 
         (c) Consummation of a reorganization, merger, statutory share exchange
or consolidation, unless, following such reorganization, merger, statutory share
exchange or consolidation, (i) more than two-thirds (2/3) of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
reorganization, merger, statutory share exchange or consolidation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and
 
                                       2
<PAGE>
 
Outstanding Company Voting Securities immediately prior to such reorganization,
merger, statutory share exchange or consolidation in substantially the same
proportions as their ownership, immediately prior to such reorganization,
merger, statutory share exchange or consolidation, (ii) no person (excluding the
Company, any employee benefit plan (or related trust) of the Company or such
corporation resulting from such reorganization, merger, statutory share exchange
or consolidation and any person beneficially owning, immediately prior to such
reorganization, merger, statutory share exchange or consolidation, directly or
indirectly, thirty-three percent (33%) or more of the Outstanding Company Common
Stock or Outstanding Voting Securities, as the case may be) beneficially owns,
directly or indirectly, thirty-three percent (33%) or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
reorganization, merger, statutory share exchange or consolidation or the
combined voting power of the then outstanding voting securities of such
corporation, entitled to vote generally in the election of directors and (iii)
at least a majority of the members of the board of directors of the corporation
resulting from such reorganization, merger, statutory share exchange or
consolidation were members of the Incumbent Board at the time of the execution
of the initial agreement providing for such reorganization, merger or
consolidation; or
 
         (d) Consummation of (i) a complete liquidation or dissolution of the
Company or (ii) the sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with respect to which
following such sale or other disposition, (A) more than two-thirds (2/3) of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (B) no person (excluding the Company and
any employee benefit plan (or related trust) of the Company or such corporation
and any person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, thirty-three percent (33%) or more of the
Outstanding Company Common Stock or Outstanding Company Voting Securities, as
the case may be) beneficially owns, directly or indirectly, thirty-three percent
(33%) or more of, respectively, the then outstanding shares of common stock of
such corporation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (C) at least a majority of the members of the board of directors
of such corporation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for such
sale or other disposition of assets of the Company.
 
         3. Employment. (a) Subject to the provisions of Section 3, hereof, the
            ----------
Company agrees to continue to employ the Executive and the Executive agrees to
remain in the employ of the Company during the Employment Term. During the
Employment Term, the Executive shall be employed in such executive capacity as
may be mutually agreed to by the parties. During the Employment Term,
Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material
 
                                       3
<PAGE>
 
respects with the most significant of those held or assigned at any time during
the twelve (12) month period immediately preceding the Effective Date, and
Executive's services shall be performed at the location where Executive was
employed immediately preceding the Effective Date or at any office or location
less than thirty-five (35) miles from such location, unless mutually agreed to
in writing by the parties.
 
     (b) Excluding periods of vacation and sick leave to which the Executive is
     entitled, during the Employment Term the Executive agrees to devote full
     time attention to the business and affairs of the Company to the extent
     necessary to discharge the responsibilities assigned to the Executive
     hereunder, provided that the Executive may take reasonable amounts of time
     to (i) serve on corporate, civil or charitable boards or committees, and
     (ii) deliver lectures, fulfill speaking engagements or teach at educational
     institutions, if such activities do not significantly interfere with the
     performance of the Executive's responsibilities hereunder. It is expressly
     understood and agreed that to the extent any such activities have been
     conducted by the Executive prior to the Effective Date, the continued
     conduct of such activities (or the conduct of activities similar in nature
     and scope) subsequent to the Effective Date shall not thereafter be deemed
     to interfere with the performance of Executive's responsibilities
     hereunder.
 
         4. Compensation. (a) Base Salary. During the Employment Term, the
            ------------      -----------
Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to twelve (12) times the highest
monthly base salary paid or payable to the Executive by the Company and its
affiliated companies in respect of the twelve (12) month period immediately
preceding the month in which the Effective Date occurs, including any amounts
which were deferred under any plans of the Company and its affiliated companies.
During the Employment Term, the Annual Base Salary shall be reviewed at least
annually and shall be increased at any time and from time to time as shall be
substantially consistent with increases in base salary generally awarded in the
ordinary course of business to other peer executives of the Company and its
affiliated companies. Any increase in Annual Base Salary shall not serve to
limit or reduce any other obligation to the Executive under this Agreement.
Annual Base Salary shall not be reduced after any such increase and the term
Annual Base Salary as utilized in this Agreement shall refer to Annual Base
Salary as so increased. As used in this Agreement, the term "affiliated
companies" shall include any company controlled by, controlling or under common
control with the Company.
 
         (b) Annual Bonus. In addition to Annual Base Salary, the Executive
             ------------
shall be awarded, for each fiscal year ending during the Employment Term, an
annual bonus (the "Annual Bonus") in cash at least equal to the average
annualized (for any fiscal year consisting of less than twelve (12) full months
or with respect to which the Executive has been employed by the Company for less
than twelve (12) full months) bonuses paid or payable, including any amounts
which were deferred under any plans of the Company and its affiliated companies,
to the Executive by the Company and its affiliated companies in respect of the
three (3) fiscal years immediately preceding the fiscal year in which the
Effective Date occurs (the "Recent Average Bonus"). Each such Annual Bonus shall
be paid no later than seventy-five (75) days after the end of the fiscal year
for which the Annual Bonus is awarded, unless the Executive shall elect to defer
the receipt of such Annual Bonus under any plan or arrangement of the Company
allowing therefor.
 
                                       4
<PAGE>
 
         (c) Incentive, Savings and Retirement Plans. During the Employment
             ---------------------------------------
Term, the Executive shall be entitled to participate in all incentive, savings
and retirement plans, practices, policies and programs applicable generally to
other peer executives of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with incentive opportunities (measured with respect to both regular and special
incentive opportunities, to the extent, if any, that such distinction is
applicable), savings opportunities and retirement benefit opportunities, in each
case, less favorable, in the aggregate, than the most favorable of those
provided by the Company and its affiliated companies for the Executive under
such plans, practices, policies and programs as in effect at any time during the
twelve (12) month period immediately preceding the Effective Date, or, if more
favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and its affiliated
companies.
 
         (d) Benefit Plans. During the Employment Term, the Executive and/or the
             -------------
Executive's family, as the case may be, shall be eligible for participation in
and shall receive all benefits under benefit plans, practices, policies and
programs provided by the Company and its affiliated companies (including,
without limitation, medical, prescription drug, dental, disability, salary
continuance, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable generally to other peer
executives of the Company and its affiliated companies and their families; but
in no event shall such plans, practices, policies and programs provide the
Executive with benefits which are less favorable, in the aggregate, than the
most favorable of such plans, practices, policies and programs in effect for the
Executive and his family at any time during the twelve (12) month period
immediately preceding the Effective Date or, if more favorable to the Executive,
those provided generally at any time after the Effective Date to other peer
executives of the Company and its affiliated companies and their families.
 
         (e) Expenses. During the Employment Term, the Executive shall be
             --------
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in accordance with the most favorable policies, practices and
procedures of the Company and its affiliated companies in effect for the
Executive at any time during the twelve (12) month period immediately preceding
the Effective Date or, if more favorable to the Executive, as in effect
generally at any time thereafter with respect to other peer executives of the
Company and its affiliated companies.
 
         (f) Fringe Benefits. During the Employment Term, the Executive shall be
             ---------------
entitled to fringe benefits (including but not limited to Company cars, club
dues and physical examinations) in accordance with the most favorable plans,
practices, programs and policies of the Company and its affiliated companies in
effect for the Executive at any time during the twelve (12) month period
immediately preceding the Effective Date or, if more favorable to the Executive,
as in effect generally at any time thereafter with respect to other peer
executives of the Company and its affiliated companies.
 
         (g) Office and Support Staff. During the Employment Term, the Executive
             ------------------------
shall be entitled to an office or offices of a size and with furnishings and
other appointments, and to exclusive personal secretarial and other assistance,
at least equal to the most favorable of the
 
                                       5
<PAGE>
 
foregoing provided to the Executive by the Company and its affiliated companies
at any time during the twelve (12) month period immediately preceding the
Effective Date or, if more favorable to the Executive, as provided generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated companies.
 
         (h) Vacation and Sick Leave. During the Employment Term, the Executive
             -----------------------
shall be entitled to paid vacation and sick leave (without loss of pay) in
accordance with the most favorable plans, policies, programs and practices of
the Company and its affiliated companies as in effect for the Executive at any
time during the twelve (12) month period immediately preceding the Effective
Date or, if more favorable to the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the Company and its
affiliated companies.
 
         (i) Restrictions. As of the Effective Date, all restrictions limiting
             ------------
the exercise, transferability or other incidents of ownership of any outstanding
award, including but not limited to restricted stock, options, stock
appreciation rights, or other property or rights of the Company granted to the
Executive shall lapse, and such awards shall become fully vested and be held by
the Executive free and clear of all such restrictions. This provision shall
apply to all such property or rights notwithstanding the provisions of any other
plan or agreement, unless the effect of the application of this provision to a
particular right or property would result in the loss of favorable securities
law treatment for participants under the plan pursuant to which the award was
granted.
 
         5.  Termination of Employment.  During the Employment Term, the
             -------------------------
Executive's employment hereunder may be terminated under the following
circumstances:
 
         (a) Death or Disability. The Executive's employment shall terminate
             -------------------
automatically upon the Executive's death during the Employment Term. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Term (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 5 of this Agreement of its intention to terminate the Executive's
employment. In such event, the Executive's employment with the Company shall
terminate effective on the thirtieth (30th) day after receipt of such notice by
the Executive (the "Disability Effective Date"), provided that, within thirty
(30) days after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time basis for one hundred eighty (180) consecutive
business days as a result of incapacity due to mental or physical illness which
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Executive or the Executive's legal
representative, provided if the parties are unable to agree, the parties shall
request the Dean of the Medical College of Wisconsin to choose such physician.
 
         (b) Cause. The Company may terminate the Executive's employment for
             -----
"Cause." A termination for Cause is a termination evidenced by a resolution
adopted in good faith by a majority of the Board that the Executive (i)
willfully, deliberately and continually failed to substantially perform his
duties under Section 3, above (other than a failure resulting from the
Executive's incapacity due to physical or mental illness) which failure
constitutes gross
 
                                       6
<PAGE>
 
misconduct, and results in and was intended to result in demonstrable material
injury to the Company, monetary or otherwise, or (ii) committed acts of fraud
and dishonesty constituting a felony, as determined by a final judgment or order
of a court of competent jurisdiction, and resulting or intended to result in
gain to or personal enrichment of the Executive at the Company's expense,
provided, however, that no termination of the Executive's employment shall be
--------  -------
for Cause as set forth in (i), above, until (a) Executive shall have had at
least sixty (60) days to cure any conduct or act alleged to provide Cause for
termination after a written notice of demand has been delivered to the Executive
specifying in detail the manner in which the Executive's conduct violates this
Agreement, and (b) the Executive shall have been provided an opportunity to be
heard by the Board (with the assistance of the Executive's counsel if the
Executive so desires). No act, or failure to act, on the Executive's part, shall
be considered "willful" unless he has acted or failed to act in bad faith and
without a reasonable belief that his action or failure to act was in the best
interest of the Company. Notwithstanding anything contained in this Agreement to
the contrary, no failure to perform by the Executive after Notice of Termination
is given by the Executive shall constitute Cause for purposes of this Agreement.
 
         (c)  Good Reason.
              -----------
 
                  (1) The Executive may terminate his employment for Good
         Reason. For purposes of this Agreement, "Good Reason" shall mean the
         occurrence after a Change of Control of any of the events or conditions
         described in Subsections (i) through (vi) hereof:
 
                           (i)    A change in the Executive's status, title,
                  position or responsibilities (including reporting
                  responsibilities) which, in the Executive's reasonable
                  judgment, does not represent a promotion from his status,
                  title, position or responsibilities as in effect immediately
                  prior thereto; the assignment to the Executive of any duties
                  or responsibilities which, in the Executive's reasonable
                  judgment, are inconsistent with his status, title, position or
                  responsibilities in effect immediately prior to such
                  assignment; or any removal of the Executive from or failure to
                  reappoint or reelect him to any position, except in connection
                  with the termination of his employment for Disability, Cause,
                  as a result of his death or by the Executive other than for
                  Good Reason;
 
                           (ii)   Any failure by the Company to comply with any
                  of the provisions of Section 4 of this Agreement.
 
                           (iii)  The insolvency or the filing (by any party,
                  including the Company) of a petition for bankruptcy of the
                  Company;
 
                           (iv)   Any material breach by the Company of any
                  provision of this Agreement;
 
                           (v)    Any purported termination of the Executive's
                  employment for Cause by the Company which does not comply with
                  the terms of Section 5 of this Agreement; and
 
                                       7
<PAGE>
 
                           (vi) The failure of the Company to obtain an
                  agreement, satisfactory to the Executive, from any successor
                  or assign of the Company, to assume and agree to perform this
                  Agreement, as contemplated in Section 10 hereof.
 
                  (2) Any event or condition described in Section 5(c)(1) which
         occurs prior to the Effective Date but which the Executive reasonably
         demonstrates (i) was at the request of a third party who has indicated
         an intention or taken steps reasonably calculated to effect a Change of
         Control, or (ii) otherwise arose in connection with or in anticipation
         of a Change of Control, shall constitute Good Reason for purposes of
         this Agreement notwithstanding that it occurred prior to the Effective
         Date.
 
                  (3) The Executive's right to terminate his employment pursuant
         to this Section 5(c) shall not be affected by his incapacity due to
         physical or mental illness. The Executive's continued employment or
         failure to give Notice of Termination shall not constitute consent to,
         or a waiver of rights with respect to, any circumstances constituting
         Good Reason hereunder.
 
                  (4) For purposes of this Section 5(c), any good faith
         determination of Good Reason made by the Executive shall be conclusive.
         Anything in this Agreement to the contrary notwithstanding, a
         termination by the Executive for any reason or for no reason during the
         sixty (60) day period commencing on the date six (6) months after the
         Effective Date shall be deemed to be a termination by the Executive for
         Good Reason for all purposes of this Agreement.
 
         (d) Voluntary Termination.  The Executive may voluntarily terminate
             ---------------------
his employment hereunder at any time.
 
         (e) Notice of Termination. Any purported termination by the Company or
             ---------------------
by the Executive (other than by death of the Executive) shall be communicated by
Notice of Termination to the other. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated, and (iii) the Termination Date. For purposes of this
Agreement, no such purported termination of employment shall be effective
without such Notice of Termination.
 
         (f) Termination Date, etc. "Termination Date" shall mean in the case of
             ---------------------
the Executive's death, his date of death, or in all other cases, the date
specified in the Notice of Termination subject to the following:
 
                  (1) If the Executive's employment is terminated by the
         Company, the date specified in the Notice of Termination shall be at
         least thirty (30) days after the date the Notice of Termination is
         given to the Executive, provided, however, that in the case of
                                 --------  -------
         Disability, the Executive shall not have returned to the full-time
         performance of his duties during such period of at least thirty (30)
         days;
 
                                       8
<PAGE>
 
                  (2) If the Executive's employment is terminated for Good
         Reason, the date specified in the Notice of Termination shall not be
         more than sixty (60) days after the date the Notice of Termination is
         given to the Company; and
 
                  (3) In the event that within thirty (30) days following the
         date of receipt of the Notice of Termination, one party notifies the
         other that a dispute exists concerning the basis for termination, the
         Executive's employment hereunder shall not be terminated except after
         the dispute is finally resolved and a Termination Date is determined
         either by a mutual written agreement of the parties, or by a binding
         and final judgment order or decree of a court of competent jurisdiction
         (the time for appeal therefrom having expired and no appeal having been
         perfected).
 
         6.  Obligations of the Company Upon Termination.
             -------------------------------------------
 
         (a) Good Reason; Other Than for Cause, Death or Disability. If, during
             ------------------------------------------------------
the Employment Term, the Company shall terminate the Executive's employment
other than for Cause or Disability or the Executive shall terminate employment
for Good Reason:
 
                  (i) The Company shall pay to the Executive in a lump sum in
         cash within five (5) days after the Termination Date the aggregate of
         the following amounts:
 
                           A.  The sum of:
 
                                    (1) The Executive's Annual Base Salary
                           through the Termination Date to the extent not
                           theretofore paid; and
 
                                    (2) The product of (x) the higher of (I) the
                           Recent Average Bonus and (II) the Annual Bonus paid
                           or payable, including any amount deferred, (and
                           annualized for any fiscal year consisting of less
                           than twelve (12) full months or for which the
                           Executive has been employed for less than twelve (12)
                           full months) for the most recently completed fiscal
                           year during the Employment Term, if any (such higher
                           amount being referred to as the "Highest Annual
                           Bonus.) and (y) a fraction, the numerator of which is
                           the number of days completed in the current fiscal
                           year through the Termination Date, and the
                           denominator of which is 365.
 
                           The sum of the amounts described in Clauses (1) and
                  (2) shall be hereinafter referred to as the "Accrued
                  Obligations";
 
                           B. The amount equal to the product of (1) three and
                  (2) the sum of (x) the Executive's Annual Base Salary
                  (increased for this purpose by any Section 401(k) deferrals,
                  cafeteria plan elections, or other deferrals that would have
                  increased Executive's Annual Base Salary if paid in cash to
                  Executive when earned) and (y) the Executive's Highest Annual
                  Bonus;
 
                           C. A separate lump-sum supplemental retirement
                  benefit equal to the difference between (1) the actuarial
                  equivalent (utilizing for this purpose the most
 
                                       9
<PAGE>
 
                  favorable to the Executive actuarial assumptions and Company
                  contribution history with respect to the applicable retirement
                  plan, incentive plans, savings plans and other plans described
                  in Section 4(c) (or any successor plan thereto) (the
                  "Retirement Plans") during the twelve (12) month period
                  immediately preceding the Effective Date) of the benefit
                  payable under the Retirement Plans and any supplemental and/or
                  excess retirement plan providing benefits for the Executive
                  (the "SERP") which the Executive would receive if the
                  Executive's employment continued for an additional three (3)
                  years after the Termination Date with annual compensation
                  equal to the sum of the Annual Base Salary and Highest Annual
                  Bonus, assuming for this purpose that all accrued benefits and
                  contributions are fully vested and that benefit accrual
                  formulas and Company contributions are no less advantageous to
                  the Executive than those in effect during the twelve (12)
                  month period immediately preceding the Effective Date, and (2)
                  the actuarial equivalent (utilizing for this purpose the
                  actuarial assumptions utilized with respect to the Retirement
                  Plans during the twelve (12) month period immediately
                  preceding the Effective Date) of the Executive's actual
                  benefit (paid or payable), if any, under the Retirement Plans
                  and the SERP. For example, if there were a termination today
                  this supplemental retirement benefit would be interpreted with
                  respect to two plans in existence today as follows: (i) with
                  respect to the Retirement Growth component of the retirement
                  program of the Company, the Executive would receive three
                  times eight percent (8%) (or twenty-four percent (24%)) of the
                  sum of the Executive's Annual Base Salary (determined in
                  accordance with subsection C of Section 6(a)(i)) and the
                  Executive's Highest Annual Bonus; and (ii) with respect to the
                  Incentive Savings component of the retirement plan of the
                  Company, the Executive would receive three times the annual
                  Company match of fifty percent (50%) of the Executive's
                  maximum allowable contribution to the Plan assuming
                  Executive's compensation is as set forth above; and
 
                           D. The amount equal to the product of (i) three and
                  (ii) the sum of (x) the imputed income reflected on
                  Executive's W-2 attributable to the car provided to Executive
                  by the Company or its affiliates for the last calendar year
                  ending before the Effective Date and (y) the club dues for
                  Executive paid by the Company or its affiliates attributable
                  to such year.
 
                  (ii) For thirty-six (36) months after the Termination Date,
         the Company shall continue to provide medical and dental benefits to
         the Executive and/or the Executive's family in accordance with the most
         favorable plans, practices, programs or policies of the Company and its
         affiliated companies applicable generally to other peer executives who
         are active employees and their families as in effect from time to time
         thereafter; provided, however, that if the Executive becomes reemployed
                     --------  -------
         with another employer and is eligible to receive medical or other
         benefits under another employer provided plan, the medical and other
         benefits described herein shall be secondary to those provided under
         such other plan during such applicable period of eligibility, provided
         that the aggregate coverage of the combined benefit plans is no less
         favorable to the Executive, in terms of amounts and deductibles and
         costs to him, than the coverage required hereunder. For purposes of
 
                                       10
<PAGE>
 
         determining eligibility of the Executive for retiree health insurance,
         the Executive shall be considered to have remained employed until the
         end of such thirty-six (36) month period and to have retired on the
         last day of such period. If the Executive would qualify at the end of
         such thirty-six (36) month period for retiree health insurance under
         the Company's plan guidelines as in existence on the Effective Date,
         the Company shall provide to the Executive and his or her spouse, for
         life, retiree health insurance, subsidized to at least the same
         percentage extent as under the Company's plan as in existence on the
         Effective Date. Such retiree health insurance shall provide medical
         benefits to the Executive and/or the Executive's spouse in accordance
         with the most favorable plans, practices, programs or policies of the
         Company and its affiliated companies applicable generally to other peer
         executives who are active employees and their spouses as in effect from
         time to time thereafter; provided, however, that if the Executive
                                  --------  -------
         and/or the Executive's spouse qualifies for coverage by Medicare or any
         successor program, the Company may require that the Executive and/or
         the Executive's spouse fully participate in Medicare and pay the
         premiums therefor personally.
 
                  (iii) The Executive shall have the right to purchase the car
         provided to him by the Company or its affiliates during the twelve (12)
         month period immediately preceding the Effective Date (or a comparable
         car acceptable to the Executive if such car is no longer owned by the
         Company or its affiliates), at the book value thereof on the
         Termination Date, exercisable within thirty (30) days after the
         Termination Date; and if the car is not purchased, Executive shall
         return the car to the Company.
 
                  (iv)  The Executive shall have the right to use reasonable
         office and secretarial assistance for a period of twelve (12) months
         after the Termination Date.
 
                  (v)   The Executive shall have the option of purchasing any
         life insurance owned by the Company or its affiliates on the life of
         Executive for the Company's investment in the contract, exercisable at
         any time within thirty (30) days after the Termination Date; and the
         Company agrees during the Employment Term not to terminate, sell,
         transfer or otherwise dispose of any such insurance without first
         allowing Executive the opportunity to exercise such option. For the
         thirty-six (36) month period after the Termination Date, the Company
         shall continue to provide group term life insurance (or comparable term
         coverage) in the same face amount and on substantially the same terms
         as in effect for the Executive just prior to the Effective Time. At the
         end of the thirty-six (36) month period, the Executive shall have any
         conversion rights as regards such coverage as are provided by law.
 
                  (vi) To the extent not theretofore paid or provided, the
         Company shall timely pay or provide to the Executive any other amounts
         or benefits required to be paid or provided or which the Executive is
         eligible to receive pursuant to this Agreement under any plan, program,
         policy or practice or contract or agreement of the Company and its
         affiliated companies (such other amounts and benefits shall be
         hereinafter referred to as the "Other Benefits).
 
                                       11
<PAGE>
 
Notwithstanding anything herein contained to the contrary, the payments and
benefits provided in this Section 6(a) (other than the Accrued Obligations)
shall not be paid or provided to the Executive unless and until he executes a
Complete and Permanent Release (the "Release") in the form attached hereto, and
the applicable period for rescission of the Release has expired. The parties
agree that the Release may be expanded to include any company acquiring the
Company and its affiliates as "Released Parties" as defined in the Release.
 
         (b) Death. If the Executive's employment is terminated by reason of the
             -----
Executive's death during the Employment Term, this Agreement shall terminate
without further obligations to the Executive's legal representatives under this
Agreement, except that the Company shall pay or provide the Accrued Obligations,
six (6) months of Annual Base Salary, and the Other Benefits. The Accrued
Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within thirty (30) days of the Termination
Date. The six (6) months of Annual Base Salary shall be paid during the six (6)
month period following the Termination Date on a monthly basis. With respect to
the provision of Other Benefits, the term Other Benefits as utilized in this
Section 6(b) shall include, and the Executive's family shall be entitled to
receive, benefits at least equal to the most favorable benefits provided by the
Company and any of its affiliated companies to surviving families of peer
executives of the Company and such affiliated companies under such plans,
programs, practices and policies relating to family death benefits, if any, as
in effect with respect to other peer executives and their families at any time
during the twelve (12) month period immediately preceding the Effective Date or,
if more favorable to the Executive and/or the Executive's family, as in effect
on the date of the Executive's death with respect to other peer executives of
the Company and its affiliated companies and their families.
 
         (c) Disability. If the Executive's employment is terminated by reason
             ----------
of the Executive's Disability during the Employment Term, this Agreement shall
terminate without further obligations to the Executive, except that the Company
shall pay or provide the Accrued Obligations and the Other Benefits. The Accrued
Obligations shall be paid to the Executive in a lump sum in cash within thirty
(30) days of the Termination Date. With respect to the provision of Other
Benefits, the term Other Benefits as utilized in this Section 6(c) shall
include, and the Executive shall be entitled after the Disability Effective Date
to receive, disability and other benefits at least equal to the most favorable
of those generally provided by the Company and its affiliated companies to
disabled executives and/or their families in accordance with such plans,
programs, practices and policies relating to disability, if any, as in effect
generally with respect to other peer executives and their families at any time
during the twelve (12) month period immediately preceding the Effective Date or,
if more favorable to the Executive and/or the Executive's family, as in effect
at any time thereafter generally with respect to other peer executives of the
Company and its affiliated companies and their families.
 
         (d) Cause; Other Than for Good Reason. If the Executive's employment
             ---------------------------------
shall be terminated for Cause during the Employment Term, or if the Executive
voluntarily terminates employment during the Employment Term for other than Good
Reason, this Agreement shall terminate without further obligations to the
Executive other than the obligation to pay to the Executive Annual Base Salary
through the Date of Termination and any other amounts earned or accrued through
the Termination Date, in each case to the extent theretofore unpaid; provided
 
                                       12
<PAGE>
 
that if Executive voluntarily terminates, Executive shall receive the benefits
normally provided upon normal or early retirement with respect to other peer
Executives and their families to the extent he qualifies therefore All salary or
compensation hereunder shall be paid to the Executive in a lump sum in cash
within thirty (30) days of the Date of Termination.
 
         (e) Delinquent Payments. If any of the payments referred to in this
             -------------------
Section 6 are not paid within the time specified after the Termination Date
(hereinafter a "Delinquent Payment"), in addition to such principal sum, the
Company will pay to the Executive interest on all such Delinquent Payments
computed at the prime rate as announced from time to time by M&I Marshall &
Ilsley Bank, or its successor, compounded monthly. Notwithstanding the
foregoing, no interest shall be due and owing as regards payments which are
delayed because of Executive's failure to execute the Release or the recission
thereof.
 
         (f) Vacation Pay. In consideration of all payments made by the Company
             ------------
to the Executive pursuant to this Agreement, the Executive hereby waives any
claim he may have for accrued and unpaid vacation pay as of the Termination
Date.
 
         7. No Mitigation. In no event shall the Executive be obligated to seek
            -------------
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement and such
amounts shall not be reduced (except to the extent set forth in Section
6(a)(ii)) whether or not the Executive obtains other employment.
 
         8.  Excise Tax Payments.
             -------------------
 
         (a) Notwithstanding anything contained in this Agreement to the
contrary, in the event that any payment or distribution to or for the benefit of
the Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise in connection with, or arising out
of, his employment with the Company (a "Payment" or "Payments"), would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code")), or any interest or penalties are incurred by
the Executive with respect to such excise tax (such excise tax, together with
any interest and penalties, are collectively referred to as the "Excise Tax"),
then the Executive shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by the Executive of all
taxes (including any interest or penalties imposed with respect to such taxes),
including any Excise Tax, imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.
 
         (b) A determination shall be made as to whether and when a Gross-Up
Payment is required pursuant to this Section 8 and the amount of such Gross-Up
Payment, such determination to be made within fifteen (15) business days of the
Termination Date, or such other time as requested by the Company or by the
Executive (provided the Executive reasonably believes that any of the Payments
may be subject to the Excise Tax). Such determination shall be made by a
national independent accounting firm selected by the Executive (the "Accounting
Firm"). All fees, costs and expenses (including, but not limited to, the cost of
retaining experts) of the Accounting Firm shall be borne by the Company and the
Company shall pay such fees, costs and expenses as they become due. The
Accounting Firm shall provide detailed supporting
 
                                       13
<PAGE>
 
calculations, acceptable to the Executive, both to the Company and the
Executive. The Gross-Up Payment, if any, as determined pursuant to this Section
8(b) shall be paid by the Company to the Executive or paid by the Company on
behalf of the Executive to the applicable government taxing authorities by means
of payroll tax withholding if required by law or if timely requested by the
Executive within five (5) business days of the receipt of the Accounting Firm's
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Executive with respect to a Payment or Payments, it shall furnish the
Executive with an unqualified opinion that no Excise Tax will be imposed with
respect to any such Payment or Payments. Any such initial determination by the
Accounting Firm of the Gross-Up Payment shall be binding upon the Company and
the Executive subject to the application of Section 8(c).
 
         (c) As a result of the uncertainty in the application of Sections 4999
and 280G of the Code, it is possible that a Gross-Up Payment (or a portion
thereof) will be paid which should not have been paid (an "Overpayment") or a
Gross-Up Payment (or a portion thereof) which should have been paid will not
have been paid (an "Underpayment"). An Underpayment shall be deemed to have
occurred upon notice (formal or informal) to the Executive from any governmental
taxing authority that the tax liability of the Executive (whether in respect of
the then current taxable year of the Executive or in respect of any prior
taxable year of the Executive) may be increased by reason of the imposition of
the Excise Tax on a Payment or Payments with respect to which the Company has
failed to make a sufficient Gross-Up Payment. An Overpayment shall be deemed to
have occurred upon a "Final Determination" (as hereinafter defined) that the
Excise Tax shall not be imposed upon a Payment or Payments with respect to which
the Executive had previously received a Gross-Up Payment. A Final Determination
shall be deemed to have occurred when the Executive has received from the
applicable governmental taxing authority a refund of taxes or other reduction in
his tax liability by reason of the Overpayment and upon either (i) the date a
determination is made by, or an agreement is entered into with, the applicable
governmental taxing authority which finally and conclusively binds the Executive
and such taxing authority, or in the event that a claim is brought before a
court of competent jurisdiction, the date upon which a final determination has
been made by such court and either all appeals have been taken and finally
resolved or the time for all appeals has expired or (ii) the expiration of the
statute of limitations with respect to the Executive's applicable tax return. If
an Underpayment occurs, the Executive shall promptly notify the Company and the
Company shall pay to the Executive at least five (5) business days prior to the
date on which the applicable governmental taxing authority has requested
payment, an additional Gross-Up Payment equal to the amount of the Underpayment
plus any interest and penalties imposed on the Underpayment. If an Overpayment
occurs, the amount of the Overpayment shall be treated as a loan by the Company
to the Executive and the Executive shall, within ten (10) business days of the
occurrence of such Overpayment, pay to the Company the amount of the Overpayment
plus interest at an annual rate equal to the rate provided for in Section
1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the
Overpayment relates) was paid to the Executive.
 
         9. Unauthorized Disclosure. During the term of the Executive's
            -----------------------
employment with the Company, and during the two-year period following the
Termination Date, the Executive shall not make any Unauthorized Disclosure. For
purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by
the Executive without the consent of the Board to any
 
                                       14
<PAGE>
 
person, other than an employee of the Company or a person to whom disclosure is
reasonably necessary or appropriate in connection with the performance by the
Executive of his duties as an executive of the Company or as may be legally
required, of any confidential information obtained by the Executive while in the
employ of the Company (including, but not limited to, any confidential
information with respect to any of the Company's customers or methods of
operation) the disclosure of which he knows or has reason to believe will be
materially injurious to the Company; provided, however, that such term shall not
                                     --------  -------
include the use or disclosure by the Executive, without consent, of any
information known generally to the public (other than as a result of disclosure
by him in violation of this Section 9) or any information not otherwise
considered confidential by a reasonable person engaged in the same business as
that conducted by the Company. Notwithstanding the foregoing, the Executive's
obligation hereunder not to make any Unauthorized Disclosure shall continue
after the end of the two-year period following his termination of employment
with the Company as regards any information which is a trade secret as defined
in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted
violation of this Section 9 constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this Agreement.
 
         10. Successors and Assigns.
             ----------------------
 
         (a) This Agreement shall be binding upon and shall inure to the benefit
of the Company, its successors and assigns and the Company shall require any
successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession or assignment had taken place. The
term "Company" as used herein shall include such successors and assigns. The
term "successors and assigns" as used herein shall mean a corporation or other
entity acquiring all or substantially all the assets and business of the Company
(including this Agreement) whether by operation of law or otherwise.
 
         (b) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Executive, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representative.
 
         11. Fees and Expenses. From and after the Effective Date, the Company
             -----------------
shall pay all legal fees and related expenses (including the costs of experts,
evidence and counsel) reasonably incurred by the Executive as they become due as
a result of (i) the Executive's termination of employment (including all such
fees and expenses, if any, incurred in contesting or disputing any such
termination of employment), (ii) the Executive's hearing before the Board as
contemplated in Section 5(b) of this Agreement, (iii) the Executive's seeking to
obtain or enforce any right or benefit provided by this Agreement or by any
other plan or arrangement maintained by the Company under which the Executive is
or may be entitled to receive benefits or (iv) a dispute between the Executive
and the Internal Revenue Service (or any other taxing authority) with regard to
an "Underpayment" (as defined in Section 8 of this Agreement).
 
                                       15
<PAGE>
 
         12. Notice. For the purposes of this Agreement, notices and all other
             ------
communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, if to the Company, to Marshall & Ilsley Corporation, 770 North
Water Street, Milwaukee, Wisconsin 53202, or if to Executive, to the address set
forth below Executive's signature, or to such other address as the party may be
notified, provided that all notices to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company. All notices
and communications shall be deemed to have been received on the date of delivery
thereof or on the third business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.
 
         13. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent
             -------------------------
or limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company or any of its
subsidiaries for which the Executive may qualify. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company or any of its subsidiaries shall be payable in
accordance with such plan or program, except as explicitly modified by this
Agreement.
 
         14. Settlement of Claims. The Company's obligation to make the payments
             --------------------
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others.
 
         15. Miscellaneous. No provision of this Agreement may be modified,
             -------------
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.
 
         16. Employment. The Executive and the Company acknowledge that the
             ----------
employment of the Executive by the Company is "at will" and prior to the
Effective Date, may be terminated by either the Executive or the Company at any
time. Moreover, if prior to the Effective Date, the Executive's employment with
the company terminates, the Executive shall have no further rights under this
Agreement.
 
         17. Governing Law. This Agreement shall be governed by and construed
             -------------
and enforced in accordance with the laws of the State of Wisconsin without
giving effect to the conflict of law principles thereof.
 
         18. Severability. The provisions of this Agreement shall be deemed
             ------------
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
 
                                       16
<PAGE>
 
         19. Entire Agreement. This Agreement constitutes the entire agreement
             ----------------
between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof. In consideration of the terms,
conditions and benefits to be provided under this Agreement, the Executive
hereby expressly waives all rights under those certain Employment Agreements
between the Executive and the Company dated ____________ and
___________________.
 
         20. Headings.  The headings herein contained are for reference only
             --------
and shall not affect the meaning or interpretation of any provision of this
Agreement.
 
         21. Modification.  No provision of this Agreement may be modified or
             ------------
amended unless such modification or amendment is agreed to in writing signed by
both the Executive and the Company.
 
         22. Withholding. The Company shall be entitled to withhold from amounts
             -----------
paid to the Executive hereunder any federal, estate or local withholding or
other taxes or charges which it is, from time to time, required to withhold. The
Company shall be entitled to rely on an opinion of counsel if any question as to
the amount or requirement of any such withholding shall arise.
 
         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.
 
                                           MARSHALL & ILSLEY CORPORATION
 
 
                                           By: ________________________________
ATTEST:                                        Title:
 
__________________________________
Secretary
 
                                           EXECUTIVE:
 
 
                                           ____________________________________
 
 
                                           Address:  __________________________
                                                     __________________________
 
                                       17
</TEXT>
</DOCUMENT>