Amendment to Supplemental Executive Retirement Benefit Agreement between Marshall & Ilsley Corporation and Mark F. Furlong (February 17, 2010)
Marshall & Ilsley Corporation and Mark F. Furlong have agreed to amend a previous agreement regarding Mr. Furlong’s supplemental executive retirement benefit (SERP). The amendment adjusts how Mr. Furlong’s compensation is calculated for retirement benefits while the company participates in the U.S. Treasury’s TARP program, reflecting changes in his salary structure. The new calculation includes his annual cash salary and a portion of his stock salary, ensuring the benefit remains consistent with the original intent. If the company exits TARP and compensation changes, both parties will agree on a new formula in writing.
Exhibit (10)(t)
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| Marshall & Ilsley Corporation 770 North Water Street PO Box 2035 Milwaukee, WI ###-###-#### 414 ###-###-#### mibank.com |
February 17, 2010
Mr. Mark F. Furlong
Marshall & Ilsley Corporation
770 North Water St.
Milwaukee, Wisconsin 53202
Dear Mark,
The purpose of this letter is to amend our letter agreement of December 21, 2006 (the “Letter Agreement”) providing you with a supplemental executive retirement benefit (the “SERP”). This amendment is necessary given the restructuring of your compensation for 2010 and any future years that Marshall & Ilsley Corporation (“M&I”) remains a participant in the U.S. Treasury’s Capital Purchase Program under the Troubled Asset Relief Program (“TARP”). All capitalized terms used herein which are not otherwise defined will have the same meaning as in the Letter Agreement.
Currently, the Letter Agreement provides that you will receive a Monthly Benefit equal to a percentage of your Compensation. Compensation is defined in the Letter Agreement to mean the average of your base salary and short-term incentive (unreduced for any deferrals) for the five highest years in the last ten years of employment with M&I. Because of limitations contained in the Interim Final Rule which governs compensation and benefits paid to certain executives of TARP recipients, you are receiving an enhanced base salary (consisting of a cash component and a stock salary component) and no short-term incentive opportunity. Including your entire base salary in the calculation of your SERP during the time that M&I is a TARP recipient would increase your SERP above the intended level at the time the Letter Agreement was entered into.
Therefore, you and the Company hereby agree that the reference in the definition of Compensation to “base salary” means, for those fiscal years starting with 2010 that M&I is a TARP recipient, your annual cash salary plus a portion of your stock salary equal to 120% of your annual cash salary (unreduced for any deferrals). If M&I repays the TARP funds such that you receive a short-term incentive as well as stock salary in a fiscal year, we will mutually agree in writing to a formula for computing Compensation for that fiscal year which is consistent with the intent behind the SERP.
If this amendment is agreeable to you, please sign in the space set forth below for this purpose.
| Very truly yours, |
| /s/ Paul J. Renard |
| Paul J. Renard, Senior Vice President |
The foregoing is acceptable to me.
| /s/ Mark F. Furlong | 2/17/10 | |||
| Mark F. Furlong | Date | |||
