**Exhibit (qq)**

MARSHALL & ILSLEY CORPORATION 

1995 DIRECTORS STOCK OPTION PLAN 

*as amended on August 15, 2002*

*as further amended on October 19, 2006*

1. PURPOSE OF THE PLAN 

The purpose of the Marshall & Ilsley Corporation 1995 Directors Stock Option Plan (the “Plan”) is to promote the best interests ofMarshall & Ilsley Corporation (the “Company”) and its shareholders by providing the non-employee directors of the Company with an opportunity to acquire a proprietary interest in the Company thereby more closely aligning theirinterests with those of shareholders and providing a stronger incentive for them to put forth maximum effort for the continued success and growth of the Company. In addition, the opportunity to acquire a proprietary interest in the Company will aidthe Company in attracting and retaining qualified personnel to serve as directors of the Company. 

2. ADMINISTRATION OF THE PLAN

(a) Procedure; Disinterested Directors. The Board of Directors will administer the Plan; provided, however, that theBoard of Directors may appoint a committee (the “Committee”) of not less than three (3) directors to administer the Plan if the Board of Directors deems it necessary or advisable to appoint such Committee, or if it is otherwisenecessary to appoint such Committee in order to comply with the exemptive rules promulgated pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 

(b) Powers. Grants of options to purchase the common stock, par value $1.00 per share (“Common Stock”), of the Companyunder the Plan (the “Options”) and the amount, price, and timing of the awards to be granted will be automatic as described in Section 5. However, all questions of interpretation of the Plan will be determined by the Board ofDirectors or the Committee, as applicable, and such determination will be final and binding upon all parties. 

3. PARTICIPANTS IN THE PLAN

Participants in the Plan shall consist of all present or future directors of the Company who are not employees of the Company or itssubsidiaries. Any director who is an employee of the Company or its subsidiaries and who subsequently ceases to be an employee of the Company and its subsidiaries, but remains a director of the Company, shall become eligible to participate in thePlan at the time such director ceases to be employed by the Company or its subsidiaries. 

4. SHARES RESERVED UNDER THE PLAN 

The aggregate number of shares of the Company’s Common Stock which may be issued under the Plan shall not exceed an aggregate of five hundredthousand (500,000) shares of Common Stock, which may be treasury shares or authorized but unissued shares, or a combination of the two, subject to adjustment as provided in Paragraph 11 hereof. Any shares of Common Stock which are subject to anOption which expires or terminates for any reason (whether by voluntary surrender, lapse of time, or otherwise) and which is unexercised as to such shares, may again be the subject of an Option under the Plan. The holder of an Option shall beentitled to the rights and privileges of ownership with respect to the shares of Common Stock subject to the Option only after actual purchase and issuance of such shares of Common Stock pursuant to the exercise of all or part of an Option.

5. NUMBER OF SHARES TO BE GRANTED EACH ELIGIBLE DIRECTOR; EXERCISE 

(a) Automatic Grant. On the date of the Company’s 1995 Annual Meeting of Shareholders, each eligible director of the Companywhose term of office continues after the Company’s 1995 Annual Meeting of Shareholders shall be granted an Option to purchase that number of shares of Common Stock equal to the multiple of two thousand five hundred (2,500) and the numberof years remaining in such director’s term as a director of the Company. On the date of each Annual Meeting of Shareholders of the Company after the Company’s 1995 Annual Meeting of Shareholders, each eligible director elected orre-elected at such Annual Meeting shall be granted an Option to purchase that number of shares of Common Stock equal to the multiple of two thousand five hundred (2,500) and the number of years in the term to which such director has beenelected to the Company’s Board of Directors. Each eligible director appointed to the Board of Directors to fill a vacancy on the Board of Directors, including a vacancy resulting from an increase in the number of directors, and each directorwho becomes an eligible director because such director ceases to be employed by the Company or its subsidiaries, shall, at the next Annual Meeting of Shareholders of the Company after such appointment or change in employment status, as the case maybe, if such eligible director is not elected or re-elected at such Annual Meeting, be granted an option to purchase that number of shares of Common Stock equal to the multiple of two thousand five hundred (2,500) and the number of yearsremaining in such director’s term as a director of the Company. 

(b) Exercise. An Option may be exercised inwhole at any time or in part from time to time on or after the date of grant; provided, however, that if an Option is exercised within six (6) months from the date of grant, the Common Stock issued upon exercise of such Option may not be sold,transferred, or otherwise disposed of by the director exercising such Option until such six (6) month period has expired. 

 

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(c) Written Agreement. Each Option shall be evidenced by an appropriate writtenagreement, the form of which shall be consistent with the terms and conditions of the Plan and applicable law, and which shall be signed by one or more designated members of the Board of Directors or the Committee and the non-employee director.

(d) Tax Status of Options. Options granted hereunder shall not comply with the provisions of Section 422 ofInternal Revenue Code of 1986, as amended. 

6. OPTION PRICE; TERM 

Options granted hereunder shall consist of options to purchase shares of Common Stock at purchase prices per share of not less that 100 percent of thefair market value per share of the shares of Common Stock on the date the Option is granted. For purposes of this Plan, the fair market value per share of the Common Stock on any date shall be the closing sale price per share of the Common Stock onthe National Association of Securities Dealers Automated Quotation/National Market System (“NASDAQ/NMS”) on the business day immediately preceding such date. If the Common Stock ceases to be listed on the NASDAQ/NMS, the Board of Directorsor the Committee, as applicable, shall designate an alternative method of determining the fair market value per share of the Common Stock. No Option will be exercisable after the expiration of ten (10) years after the date of its grant, andeach Option will terminate no later than three (3) years after the holder thereof ceases to be a director of the Company for any reason (but in no event later than ten (10) years after its date of grant). 

7. FORM OF PAYMENT 

The exercise price ofthe Option shall be payable in whole or in part in cash or in shares of Common Stock held by the director for more than six (6) months. If the director elects to pay all or a part of the exercise price in shares of Common Stock, such directormay make such payment by delivering to the Company a number of shares already owned by the director equal to the exercise price. All shares of Common Stock so delivered shall be valued at their fair market value per share on the date delivered.

8. TAXES 

The Company shallbe entitled to pay or withhold the amount of any tax which it believes is required as a result of the grant or exercise of any Option under the Plan, and the Company may defer making delivery with respect to the Common Stock obtained pursuant toexercise of any Option until arrangements satisfactory to it have been made with respect to any such withholding obligations. A director exercising an Option may, at such director’s election and subject to Paragraph 5(b), satisfy the obligationfor payment of withholding taxes either by having the Company retain a number of shares having an aggregate fair market value per share on the date the shares are withheld equal to the amount of the withholding tax or by delivering to the Companyshares already owned by the director having an aggregate fair market value per share on the date the shares are delivered equal to the amount of the withholding tax. 

 

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9. TRANSFERABILITY 

Options granted to a director under this Plan shall not be transferable and during the lifetime of such director shall be exercisable only by such director. A director shall have the right to transfer the Optionsgranted to such director upon such director’s death, either by the terms of such director’s will or under the laws of descent and distribution, subject to the limitations set forth herein, and all such distributes shall be subject to allterms and conditions of this Plan to the same extent as would such director if still alive, except as otherwise expressly provided herein. 

10. SECURITIES LAW 

Each Option agreement shall contain such representations, warranties and other terms and conditions as shall benecessary in the opinion of counsel to the Company to comply with all applicable federal and state securities law. The Company shall have the right to delay the issue or delivery of any shares of Common Stock under the Plan until (a) thecompletion of such registration or qualification of such shares under any federal or state law, ruling or regulation as the Company shall determine to be necessary or advisable, and (b) receipt from the holder of the Option of such documentsand information as the Company may deem necessary to appropriate in connection with such registration or qualification. 

11. ADJUSTMENTPROVISIONS 

In the event of any corporate event or transaction, such as a merger, consolidation, share exchange, recapitalization,reorganization, separation, stock dividend, stock split, split-up, spin-off or other distribution of stock or property of the Company, combination of shares, exchange of shares, dividend in kind, or other like change in capital structure ordistribution (other than normal cash dividends) to shareholders of the Company, the Committee, in order to prevent dilution or enlargement of participants’ rights under the Plan, shall substitute or adjust, in an equitable manner (includingadjustments to avoid fractional shares), the number of Common Shares (i) reserved under the Plan, (ii) for which Options may be granted to an individual Participant, and (iii) covered by outstanding Options denominated in stock,(b) the stock prices related to outstanding Options; (c) the appropriate Fair Market Value and other price determinations for such Options; and (d) the number of shares to be granted pursuant to Section 5(a) hereof. In the eventof a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized to issue or assume Options, whether or not in a transaction to which Section 424(a) of the Codeapplies, by means of substitution of new Options for previously issued awards or an assumption of previously issued awards. All adjustments under this Section 11 shall be made in a manner such that they will not result in a penalty underSection 409A of the Code. Any adjustment, waiver, conversion or other action taken by the Committee under this Section 11 shall be conclusive and binding on all Participants, the Company and their successors, assigns and beneficiaries.

 

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12. EFFECTIVENESS OF PLAN 

The Plan shall become effective on February 16, 1995, subject to approval of the Plan by the shareholders of the Company. 

13. RULE 16b-3 

It is intended that the Plan and any award made to a person subject to Section 16 ofthe Exchange Act, and any transaction or election hereunder by any such person, shall meet all of the requirements of Rule 16b-3. If any provision of the Plan or any award hereunder would disqualify the Plan or such award hereunder, or would notcomply with Rule 16b-3, such provision or award shall be construed or deemed amended to conform to Rule 16b-3. 

14. TENURE 

The Plan shall not be construed as conferring any rights upon any person for continuation as a member of the Board of Directors of the Company 

15. TERMINATION AND AMENDMENT 

Unless thePlan shall theretofore have been terminated as hereinafter provided, no Option hereunder shall be granted after February 16, 2005. The Plan may be terminated, modified or amended by the affirmative vote of the holders of a majority of theshares of Common Stock present, or represented, and entitled to vote at a meeting of the shareholders of the Company. The Board of Directors of the Company may also terminate the Plan or make such modifications or amendments thereof as it shall deemadvisable, including such modifications or amendments as it shall deem advisable in order to conform to any law or regulation applicable thereto; provided, however, that the Board of Directors may not, unless otherwise permitted under the federalsecurities laws, without further approval of the shareholders of the Company, adopt any amendment to the Plan which would cause the Plan to no longer comply with Rule 16b-3, or any successor rule or other regulatory requirements. No termination,modification or amendment of the Plan may, without the consent of the holder an Option granted hereunder, adversely affect the rights of such holder under an outstanding Option then held by the holder. 

 

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