Exhibit 10(cc)
EMPLOYMENT AGREEMENT
THIS AGREEMENT, entered into as of the 14th day of December, 1995, by and between MARSHALL &
ILSLEY CORPORATION (the "Company"), and Patricia R. Justiliano (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 second 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; and provided, further, that the E