X0303 4 2010-12-31 0001399315 MARSHALL & ILSLEY CORP MI 0001502821 Becker Richard 770 N. WATER ST. MILWAUKEE WI 53202 1 Senior Vice President Common Stock 2011-01-03 4 A 0 41607 0 A 153277 D Common Stock 2010-12-31 4 A 0 1565 0 A 154842 D Common Stock 2010-12-31 4 F 0 683 6.92 D 154159 D Common Stock 23914.2331 I By Deferred Compensation Plan Common Stock 183 I By Child Reflects an award of key restricted stock. The award vests on January 3, 2014, subject to the participant's continued employment with the Company and subject to accelerated vesting upon the death of the participant. However, as long as the Company is a "TARP recipient," as defined under the Interim Final Rules, the award may become transferable only in 25% increments at the time of the Company's repayment of 25%, 50%, 75% and 100%, respectively, of the financial assistance it received under the U.S. Treasury's Capital Purchase Program, or as may be required to satisfy tax obligations incurred in connection with the vesting of the restricted shares. Shares of Marshall & Ilsley Corporation (the "Company") common stock acquired as stock salary by the Reporting Person under the Company's 2010 Equity Incentive Plan. The shares were fully vested at the time of grant, but are subject to transfer restrictions. One third of the stock salary shares will be released from the transfer restrictions on each of December 31, 2011, December 31, 2012 and December 31, 2013. For more information, please see the Current Report on Form 8-K filed by the Company on December 29, 2009. /s/ Jodi W. Rosenthal, attorney-in-fact for Mr. Becker 2011-01-04