0000892712-06-000281 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 17th, 2006 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin

THIS AGREEMENT, entered into as of the 13th day of March, 2006, by and between MARSHALL & ILSLEY CORPORATION (the “Company”), and Michael C. Smith (the “Executive”) (hereinafter collectively referred to as “the parties”).

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CONSULTING AGREEMENT
Consulting Agreement • March 17th, 2006 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Kansas

THIS CONSULTING AGREEMENT is entered into and made effective this 1st day of March, 2006 between M&I MARSHALL & ILSLEY BANK (the “Bank”) and MALCOLM M. ASLIN (“Executive”).

March 14, 2006 Mr. John M. Presley N23 W28806 Louis Avenue Pewaukee, Wisconsin 53072 Dear John,
Marshall & Ilsley Corp/Wi/ • March 17th, 2006 • National commercial banks

The purpose of this letter is to set forth our agreement regarding your termination of employment with Marshall & Ilsley Corporation (“M&I”).

March 1, 2006 Mr. Malcolm M. Aslin Mission Hills, KS 66208 Dear Mick:
Letter Agreement • March 17th, 2006 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Kansas

The purpose of this letter (the “Letter Agreement”) is to set forth our agreement regarding certain employment-related matters. This Letter Agreement shall be null and void and of no further effect if the merger of Gold Banc Corporation, Inc. (“Gold Banc”) with and into Marshall & Ilsley Corporation (“M&I”) (the “Merger”) does not occur.

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