<PAGE>  1
==========================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  Form 10-Q

 (Mark One)

  [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 2007

                                      OR

  [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

           For the transition period from __________ to __________

                       Commission file number  1-15403

                        MARSHALL & ILSLEY CORPORATION
           (Exact name of registrant as specified in its charter)

               Wisconsin                              39-0968604
    (State or other jurisdiction of                (I.R.S. Employer
     Incorporation or organization)               Identification No.)

         770 North Water Street
          Milwaukee, Wisconsin                           53202
 (Address of principal executive offices)              (Zip Code)

   Registrant's telephone number, including area code:  (414) 765-7801

                                     None
             (Former name, former address and former fiscal year,
                        if changed since last report)

       Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
                                             Yes   [X]       No   [ ]

       Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer.  See
definition of "accelerated filer and large accelerated filer" in Rule 12b-
2 of the Exchange Act.   (Check one):   Large accelerated filer   [X]
       Accelerated filer   [ ]            Non-accelerated filer   [ ]

       Indicate by check mark whether the registrant is a shell company
(as defined by Rule 12b-2 of the Exchange Act).
                                             Yes   [ ]       No   [X]

       Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                                   Outstanding at
                  Class                            April 30, 2007
                  -----                           ----------------
     Common Stock, $1.00 Par Value                   259,106,759

==========================================================================

<PAGE> 2
                        PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                           MARSHALL & ILSLEY CORPORATION
                     CONSOLIDATED BALANCE SHEETS (Unaudited)
                           ($000's except share data)
                                                              March 31,    December 31,     March 31,
                                                                2007           2006           2006
                                                           -------------- ------------- --------------
<S>                                                       <C>            <C>            <C>
Assets
------
Cash and cash equivalents:
--------------------------
  Cash and due from banks                                  $   1,084,659  $   1,248,007  $   1,017,005
  Federal funds sold and security resale agreements              112,168        192,061        111,498
  Money market funds                                              52,065         45,190         32,065
                                                            -------------  -------------  -------------
Total cash and cash equivalents                                1,248,892      1,485,258      1,160,568

Interest bearing deposits at other banks                          17,703         19,042         15,766

Investment securities:
----------------------
  Trading securities, at market value                            117,297         36,249         40,373
  Available for sale, at market value                          7,079,653      6,977,853      6,039,645
  Held to maturity, market value $460,310
    ($507,909 December 31, 2006 and $603,665 March 31, 2006)     449,868        495,520        587,090
                                                            -------------  -------------  -------------
Total investment securities                                    7,646,818      7,509,622      6,667,108

Loans held for sale                                              268,951        300,677        159,117

Loans and leases:
-----------------
Loans and leases, net of unearned income                      41,985,690     41,634,340     35,076,693
  Allowance for loan and lease losses                           (423,084)      (420,610)      (368,760)
                                                            -------------  -------------  -------------
Net loans and leases                                          41,562,606     41,213,730     34,707,933

Premises and equipment, net                                      575,983        571,637        500,261
Goodwill and other intangibles                                 3,245,471      3,212,102      2,483,873
Accrued interest and other assets                              1,964,944      1,918,189      1,669,993
                                                            -------------  -------------  -------------
Total Assets                                               $  56,531,368  $  56,230,257  $  47,364,619
                                                            =============  =============  =============

Liabilities and Shareholders' Equity
------------------------------------
Deposits:
---------
  Noninterest bearing                                      $   5,391,832  $   6,112,362  $   4,999,788
  Interest bearing                                            27,243,468     27,972,020     23,099,196
                                                            -------------  -------------  -------------
Total deposits                                                32,635,300     34,084,382     28,098,984

Federal funds purchased and security repurchase agreements     3,372,744      2,838,756      2,673,095
Other short-term borrowings                                    5,288,630      3,586,374      2,879,727
Accrued expenses and other liabilities                         1,567,010      1,543,219      1,664,044
Long-term borrowings                                           7,313,758      8,026,155      7,185,939
                                                            -------------  -------------  -------------
Total liabilities                                             50,177,442     50,078,886     42,501,789

Shareholders' equity:
---------------------
  Series A convertible preferred stock, $1.00 par value;
    2,000,000 shares authorized                                       -              -              -
  Common stock, $1.00 par value; 261,972,424 shares issued
    (261,972,424 shares at December 31, 2006 and 245,115,086
    shares at March 31, 2006)                                    261,972        261,972        245,115
  Additional paid-in capital                                   1,780,949      1,770,540      1,003,367
  Retained earnings                                            4,531,426      4,383,642      3,954,037
  Accumulated other comprehensive income, net of related taxes   (14,778)       (17,546)       (19,525)
  Treasury stock, at cost: 5,196,118 shares
    (6,502,732 December 31, 2006 and 9,029,759 March 31, 2006)  (165,263)      (205,938)      (284,323)
  Deferred compensation                                          (40,380)       (41,299)       (35,841)
                                                            -------------  -------------  -------------
Total shareholders' equity                                     6,353,926      6,151,371      4,862,830
                                                            -------------  -------------  -------------
Total Liabilities and Shareholders' Equity                 $  56,531,368  $  56,230,257  $  47,364,619
                                                            =============  =============  =============
See notes to financial statements.
</TABLE>
                                                              05/09/2007

<PAGE> 3
<TABLE>
<CAPTION>
                           MARSHALL & ILSLEY CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                          ($000's except per share data)

                                                             Three Months Ended March 31,
                                                           -------------------------------
                                                                 2007            2006
                                                           ---------------  --------------
<S>                                                       <C>              <C>
Interest and fee income
-----------------------
  Loans and leases                                         $      783,153   $     590,400
  Investment securities:
    Taxable                                                        77,054          57,868
    Exempt from federal income taxes                               14,861          15,999
  Trading securities                                                  133              70
  Short-term investments                                            3,808           3,565
                                                             -------------   -------------
Total interest and fee income                                     879,009         667,902

Interest expense
----------------
  Deposits                                                        290,025         198,779
  Short-term borrowings                                            54,916          39,335
  Long-term borrowings                                            143,758         104,655
                                                             -------------   -------------
Total interest expense                                            488,699         342,769
                                                             -------------   -------------
Net interest income                                               390,310         325,133
Provision for loan and lease losses                                17,148          10,995
                                                             -------------   -------------
Net interest income after provision for loan and lease losses     373,162         314,138

Other income
------------
  Data processing services                                        356,373         342,980
  Wealth management                                                60,706          52,799
  Service charges on deposits                                      25,877          22,550
  Gains on sale of mortgage loans                                   8,793          11,986
  Other mortgage banking revenue                                    1,347             949
  Net investment securities gains                                   1,584           1,130
  Gains related to Firstsource                                      8,028              -
  Life insurance revenue                                            7,520           6,966
  Net derivative losses - discontinued hedges                          -          (21,345)
  Other                                                            36,918          32,857
                                                             -------------   -------------
Total other income                                                507,146         450,872

Other expense
-------------
  Salaries and employee benefits                                  297,123         277,403
  Net occupancy                                                    26,981          24,881
  Equipment                                                        32,344          32,939
  Software expenses                                                18,781          17,438
  Processing charges                                               30,837          27,013
  Supplies and printing                                             7,857           6,122
  Professional services                                            14,999          11,449
  Shipping and handling                                            25,425          23,902
  Amortization of intangibles                                      11,281           8,875
  Metavante transaction costs                                       1,465              -
  Other                                                            85,874          75,111
                                                             -------------   -------------
Total other expense                                               552,967         505,133
                                                             -------------   -------------
Income before income taxes                                        327,341         259,877
Provision for income taxes                                        110,579          86,805
                                                             -------------   -------------
Net income                                                  $     216,762   $     173,072
                                                             =============   =============
Net income per common share
---------------------------
  Basic                                                     $        0.85   $        0.74
  Diluted                                                            0.83            0.72

Dividends paid per common share                             $       0.270   $       0.240

Weighted average common shares outstanding (000's) :
----------------------------------------------------
  Basic                                                           255,493         235,317
  Diluted                                                         261,330         240,343

See notes to financial statements.
</TABLE>
                                                              05/09/2007

<PAGE> 4
<TABLE>
<CAPTION>
                           MARSHALL & ILSLEY CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                     ($000's)

                                                             Three Months Ended March 31,
                                                           -------------------------------
                                                                 2007            2006
                                                           ---------------  --------------
<S>                                                       <C>              <C>
Net Cash Provided by Operating Activities                  $      208,958   $     225,770

Cash Flows From Investing Activities:
-------------------------------------
  Proceeds from sales of securities available for sale              8,449           5,449
  Proceeds from maturities of securities available for sale       287,953         267,997
  Proceeds from maturities of securities held to maturity          45,910          31,788
  Purchases of securities available for sale                     (363,136)       (382,317)
  Net increase in loans                                          (388,796)     (1,196,779)
  Purchases of assets to be leased                                (74,120)        (36,680)
  Principal payments on lease receivables                         103,760          52,418
  Purchases of premises and equipment, net                        (25,029)        (27,858)
  Acquisitions, net of cash and cash equivalents acquired         (46,617)         (1,462)
  Other                                                             4,542          (4,933)
                                                             -------------   -------------
Net cash used in investing activities                            (447,084)     (1,292,377)

Cash Flows From Financing Activities:
  Net (decrease) increase in deposits                          (1,457,129)        437,890
  Proceeds from issuance of commercial paper                    1,993,136         901,035
  Principal payments on commercial paper                       (2,015,742)       (968,228)
  Net increase in other short-term borrowings                     301,429          44,827
  Proceeds from issuance of long-term borrowings                1,598,615         750,000
  Payments of long-term borrowings                               (369,773)       (271,038)
  Dividends paid                                                  (68,978)        (56,374)
  Purchases of common stock                                            -          (41,788)
  Proceeds from exercise of stock options                          22,802          19,101
  Other                                                            (2,600)         (2,601)
                                                             -------------   -------------
Net cash provided by financing activities                           1,760         812,824
                                                             -------------   -------------
Net decrease in cash and cash equivalents                        (236,366)       (253,783)
Cash and cash equivalents, beginning of year                    1,485,258       1,414,351
                                                             -------------   -------------
Cash and cash equivalents, end of period                    $   1,248,892   $   1,160,568
                                                             =============   =============
Supplemental cash flow information:
-----------------------------------
  Cash paid during the period for:
    Interest                                                 $     511,495  $     344,307
    Income taxes                                                    14,078          9,408

See notes to financial statements.
</TABLE>
                                                              05/09/2007

<PAGE> 5
                          MARSHALL & ILSLEY CORPORATION
                          Notes to Financial Statements
                         March 31, 2007 & 2006 (Unaudited)

  1. The accompanying unaudited consolidated financial statements should
     be read in conjunction with Marshall & Ilsley Corporation's ("M&I"
     or "Corporation") Annual Report on Form 10-K for the year ended
     December 31, 2006. The unaudited financial information included in
     this report reflects all adjustments consisting of normal recurring
     accruals which are necessary for a fair statement of the financial
     position and results of operations as of and for the three months
     ended March 31, 2007 and 2006. The results of operations for the
     three months ended March 31, 2007 and 2006 are not necessarily
     indicative of results to be expected for the entire year.

  2. New Accounting Pronouncements

     In February 2007, the Financial Accounting Standards Board ("FASB")
     issued Statement of Financial Accounting Standard No. 159, The Fair
     Value Option for Financial Assets and Financial Liabilities,
     Including an Amendment of FASB Statement No. 115 ("SFAS 159"). SFAS
     159 permits entities to choose to measure many financial instruments
     and certain other items generally on an instrument-by-instrument
     basis at fair value that are not currently required to be measured
     at fair value. SFAS 159 is intended to provide entities with the
     opportunity to mitigate volatility in reported earnings caused by
     measuring related assets and liabilities differently without having
     to apply complex hedge accounting provisions. SFAS 159 does not
     change requirements for recognizing and measuring dividend income,
     interest income, or interest expense. SFAS 159 is effective for the
     Corporation on January 1, 2008, although early adoption is
     permitted. The Corporation intends to adopt SFAS 159 on January 1,
     2008 and continues to assess the impact, if any, SFAS 159 will have
     on the Corporation.

  3. Equity Investment in Firstsource Solutions Limited ("Firstsource")

     As of December 31, 2006, the Corporation's wholly-owned subsidiary,
     Metavante, owned a 24% interest in Firstsource. Firstsource is an
     India-based provider of business process outsourcing solutions. This
     investment is accounted for using the equity method of accounting.
     During February 2007, Firstsource offered 60,000,000 new shares of
     common stock at $1.45 per share in a public offering that yielded
     $86.9 million of cash proceeds to Firstsource. This issuance of new
     shares of common stock diluted Metavante's ownership percentage to
     approximately 21%.  Under the provisions of Staff Accounting
     Bulletin No. 51, Accounting for Sales of Stock by a Subsidiary ("SAB
     51"), when an investee issues shares of its common stock, the
     investor should recognize a gain or loss in the same manner as if
     the investor had sold a portion of its investment. The resulting
     gain or loss can be recognized in the consolidated financial
     statements or reflected as a capital transaction, at the option of
     the Corporation, and the accounting treatment selected is to be
     followed consistently for all future gains or losses.  The
     Corporation has elected to recognize the resulting gain of $8.0
     million in the consolidated statement of income. All future SAB 51
     gains or losses will be recognized in the consolidated statement of
     income.  Deferred income taxes have been provided on the gain.

  4. Adoption of SAB 108

     The Corporation elected early application of Staff Accounting
     Bulletin No. 108 ("SAB 108") during the third quarter of 2006.  In
     accordance with SAB 108, the Corporation adjusted its opening
     financial position for 2006 and the results of operations for the
     first and second quarter of 2006 to reflect a change in its hedge
     accounting under Statement of Financial Accounting Standards No.
     133, Accounting for Derivative Instruments and Hedging Activities
     ("SFAS 133").


     The Corporation utilizes interest rate swaps to hedge its risk in
     connection with certain financial instruments. The Corporation had
     applied hedge accounting under SFAS 133 to these transactions from
     inception.  Due to the recent expansion of certain highly technical
     interpretations of SFAS 133, specifically hedge designation under
     the "matched-term" method, interest rate swaps designated as fair
     value hedges with an aggregate notional amount of $1,387.6 million
     and negative fair value of $37.5 million and interest rate swaps
     designated as cash flow hedges with an aggregate notional amount of
     $1,300.0 million and negative fair value of $37.3 million at March
     31, 2006 did not qualify for hedge accounting. As a result, any
     fluctuation in the fair value of the derivatives should have been
     recorded through the income statement with no corresponding offset
     to the hedged items, or accumulated other comprehensive income.

                                                              05/09/2007

<PAGE> 6
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

     The cumulative effect of adjusting the reported carrying amount of
     the assets, liabilities and accumulated other comprehensive income
     at January 1, 2006 resulted in a decrease to retained earnings of
     $34.2 million and reduced the net loss in accumulated other
     comprehensive income by $16.2 million.  In aggregate total
     Shareholders' Equity was reduced by $18.0 million.  For the three
     months ended March 31, 2006 net derivative losses - discontinued
     hedges amounted to $21.3 million.

     The aggregate impact of the adjustments is summarized below (dollars
     in thousands, except per share data):

<TABLE>
<CAPTION>
                                                        Previously                        As
As of and for the Three Months ended March 31, 2006      Reported      Adjustment      Adjusted
---------------------------------------------------   --------------  ------------  --------------
<S>                                                  <C>              <C>          <C>
Loans and leases, net of unearned income              $  35,033,614    $   43,079   $  35,076,693
Accrued interest and other assets                         1,683,034       (13,041)      1,669,993
Total deposits                                           28,093,163         5,821      28,098,984
Accrued expenses and other liabilities                    1,616,073        47,971       1,664,044
Retained earnings                                         4,002,008       (47,971)      3,954,037
Accumulated other comprehensive (loss)
  income, net of related taxes                              (43,742)       24,217         (19,525)

Net interest income                                   $     324,580    $      553   $     325,133
Net derivative losses - discontinued hedges                      -        (21,345)        (21,345)
Other income                                                 33,410          (553)         32,857
Income before income taxes                                  281,222       (21,345)        259,877
Provision for income taxes                                   94,454        (7,649)         86,805
Net income                                                  186,768       (13,696)        173,072

Net income per common share:
----------------------------
   Basic                                              $        0.79    $    (0.05)  $        0.74
   Diluted                                                     0.78         (0.06)           0.72
</TABLE>

  5. Comprehensive Income

     The following tables present the Corporation's comprehensive income
     ($000's):
<TABLE>
<CAPTION>
                                                          Three Months Ended March 31, 2007
                                                     ------------------------------------------
                                                       Before-Tax   Tax (Expense)   Net-of-Tax
                                                         Amount        Benefit        Amount
                                                     -------------- ------------- -------------
    <S>                                             <C>            <C>           <C>
     Net income                                                                   $    216,762
     Other comprehensive income:
       Unrealized gains (losses) on available
         for sale investment securities:
         Arising during the period                   $      17,652  $     (6,247)       11,405
         Reclassification for securities
           transactions included in net income                (615)          215          (400)
                                                      -------------  ------------  ------------
       Total unrealized gains (losses) on available
         for sale investment securities                     17,037        (6,032)       11,005

       Net gains (losses) on derivatives
         hedging variability of cash flows:
         Arising during the period                          (6,182)        2,163        (4,019)
         Reclassification adjustments for
           hedging activities included in net income        (5,948)        2,082        (3,866)
                                                      -------------  ------------  ------------
       Total net gains (losses) on derivatives
         hedging variability of cash flows                 (12,130)        4,245        (7,885)

       Unrealized gains (losses) on funded status of
         defined benefit postretirement plan:
         Arising during the period                               -            -              -
         Reclassification for amortization of
           actuarial loss and prior service
           credit amortization included in net income         (559)          207          (352)
                                                      -------------  ------------  ------------
       Total unrealized gains (losses) on funded status
         of defined benefit postretirement plan               (559)          207          (352)
                                                                                   ------------
     Other comprehensive income                                                          2,768
                                                                                   ------------
     Total comprehensive income                                                   $    219,530
                                                                                   ============
</TABLE>
                                                              05/09/2007

<PAGE> 7
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended March 31, 2006
                                                     ------------------------------------------
                                                       Before-Tax   Tax (Expense)   Net-of-Tax
                                                         Amount        Benefit        Amount
                                                     -------------- ------------- -------------
    <S>                                             <C>            <C>           <C>
     Net income                                                                   $    173,072

     Other comprehensive income:
       Unrealized gains (losses) on available
         for sale investment securities:
         Arising during the period                   $     (15,924) $      5,596       (10,328)
         Reclassification for securities
           transactions included in net income                (448)          157          (291)
                                                      -------------  ------------  ------------
       Total unrealized gains (losses) on available
         for sale investment securities                    (16,372)        5,753       (10,619)

       Net gains (losses) on derivatives
         hedging variability of cash flows:
         Arising during the period                          46,372       (16,230)       30,142
         Reclassification adjustments for
           hedging activities included in net income        (2,702)          945        (1,757)
                                                      -------------  ------------  ------------
       Total net gains (losses) on derivatives hedging
         variability of cash flows                          43,670       (15,285)       28,385
                                                                                   ------------
     Other comprehensive income                                                         17,766
                                                                                   ------------
     Total comprehensive income                                                   $    190,838
                                                                                   ============
</TABLE>


  6. Earnings Per Share

     A reconciliation of the numerators and denominators of the basic and
     diluted per share computations are as follows (dollars and shares in
     thousands, except per share data):
<TABLE>
<CAPTION>
                                                        Three Months Ended March 31, 2007
                                                     ---------------------------------------
                                                        Income     Average Shares  Per Share
                                                      (Numerator)   (Denominator)   Amount
                                                     ------------ --------------- ----------
    <S>                                             <C>          <C>             <C>
     Basic Earnings Per Share:
       Income Available to Common Shareholders       $   216,762         255,493  $    0.85
                                                                                   =========
     Effect of Dilutive Securities:
       Stock Options, Restricted Stock
         and Other Plans                                      -            5,837
                                                      -----------  --------------
     Diluted Earnings Per Share:
       Income Available to Common Shareholders       $   216,762         261,330  $    0.83
                                                                                   =========
</TABLE>

<TABLE>
<CAPTION>
                                                        Three Months Ended March 31, 2006
                                                     ---------------------------------------
                                                        Income     Average Shares  Per Share
                                                      (Numerator)   (Denominator)   Amount
                                                     ------------ --------------- ----------
    <S>                                             <C>          <C>             <C>
     Basic Earnings Per Share:
       Income Available to Common Shareholders       $   173,072         235,317  $    0.74
                                                                                   =========
       Effect of Dilutive Securities:
         Stock Options, Restricted Stock
           and Other Plans                                    -           5,026
                                                      -----------  --------------
       Diluted Earnings Per Share:
         Income Available to Common Shareholders     $   173,072         240,343  $    0.72
                                                                                   =========
</TABLE>

     Options to purchase shares of common stock not included in the
     computation of diluted net income per share because the stock
     options were antidilutive are as follows (shares in thousands):
<TABLE>
<CAPTION>
                                                          Three Months Ended March 31,
                                                     ---------------------------------------
                                                            2007                2006
                                                     ------------------  -------------------
<S>                                                 <C>                 <C>
     Shares                                                3,637                 118

     Price Range                                     $ 47.58 - $ 48.90   $ 43.31 - $ 47.02
</TABLE>

                                                              05/09/2007

<PAGE> 8
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

  7. Business Combinations

     The following acquisition, which is not considered to be a material
     business combination, was completed during the first quarter of
     2007:

     On January 17, 2007, Metavante acquired all of the outstanding stock
     of Valutec Card Solutions, Inc. ("Valutec") for $41.0 million in
     cash. Valutec provides closed-loop, in-store gift and loyalty card
     solutions for small and medium-sized businesses, including hosted
     account management, reporting capabilities, plastic card design and
     production, along with card program merchandising products. Initial
     goodwill, subject to the completion of appraisals and valuation of
     the assets acquired and liabilities assumed, amounted to $34.1
     million.  The estimated identifiable intangible asset to be
     amortized (customer relationships) with an estimated useful life of
     7.0 years amounted to $8.2 million. The goodwill and intangibles
     resulting from this acquisition are not deductible for tax purposes.

     Recently completed acquisitions
     -------------------------------
     On April 20, 2007, the Corporation completed the acquisition of
     North Star Financial Corporation ("North Star") of Chicago,
     Illinois.  Total consideration in this transaction amounted to $21.0
     million, consisting of 441,580 shares of M&I common stock valued at
     $47.55 per common share. North Star and its subsidiaries provide a
     variety of wealth management services through personal and other
     trusts.  In addition, North Star offers a variety of other products
     and services including land trusts, 1031 exchanges for both real and
     personal property and ESOP services, including consultative services
     relating to the transfer of small-business stock ownership.  North
     Star's businesses will be integrated with the Corporation's Wealth
     Management unit.

     On April 1, 2007, the Corporation completed its acquisition of
     United Heritage Bankshares of Florida, Inc. ("United Heritage").
     United Heritage Bank, with $791.3 million in assets as of March 31,
     2007, has 13 branches in the metropolitan Orlando area. Total
     consideration in this transaction amounted to approximately $219.6
     million, consisting of 4,410,647 shares of M&I common stock valued
     at $204.3 million and the exchange of vested stock options valued at
     approximately $15.3 million. The current United Heritage Bank
     branches will become M&I Marshall & Ilsley Bank ("M&I Bank")
     branches.

     Recent acquisition activity
     ---------------------------
     On April 30, 2007, the Corporation and Excel Bank Corporation
     ("Excel") amended and restated its merger agreement dated February
     9, 2007 to provide that Excel shareholders will receive $13.97 in
     cash for each share of Excel common stock. Outstanding options to
     acquire Excel common stock will be converted into options to acquire
     shares of the Corporation's common stock.  Excel, with $615 million
     in consolidated assets as of December 31, 2006, has four branches in
     the greater Minneapolis/St. Paul, Minnesota metropolitan area.  The
     transaction is expected to close in the third quarter of 2007.

                                                              05/09/2007

<PAGE> 9
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

  8.
     Investment Securities

     Selected investment securities, by type, held by the Corporation
     were as follows ($000's):
<TABLE>
<CAPTION>
                                                    March 31,     December 31,     March 31,
                                                      2007           2006            2006
                                                --------------- --------------- ---------------
    <S>                                        <C>             <C>             <C>
     Investment securities available for sale:
       U.S. treasury and government agencies    $    5,558,054  $    5,466,369  $    4,708,218
       States and political subdivisions               838,393         824,015         719,194
       Mortgage backed securities                      107,362         114,467         110,252
       Other                                           575,844         573,002         501,981
                                                 --------------  --------------  --------------
     Total                                      $    7,079,653  $    6,977,853  $    6,039,645
                                                 ==============  ==============  ==============

     Investment securities held to maturity:
       States and political subdivisions        $      448,368  $      494,020  $       585,090
       Other                                             1,500           1,500            2,000
                                                 --------------  --------------  --------------
     Total                                      $      449,868  $      495,520  $       587,090
                                                 ==============  ==============  ==============
</TABLE>

     The following table provides the gross unrealized losses and fair
     value, aggregated by investment category and the length of time the
     individual securities have been in a continuous unrealized loss
     position, at March 31, 2007 ($000's):
<TABLE>
<CAPTION>
                          Less than 12 Months         12 Months or More                Total
                       -------------------------  -------------------------  --------------------------
                            Fair      Unrealized       Fair      Unrealized       Fair      Unrealized
                           Value        Losses        Value        Losses        Value        Losses
                       ------------  -----------  ------------  -----------  ------------  ------------
<S>                   <C>           <C>          <C>           <C>          <C>           <C>
U.S. treasury and
  government agencies  $    255,555  $      500   $ 3,073,457   $   54,711   $ 3,329,012  $     55,211
States and
  political subdivisions    142,622       1,138        68,335        1,021       210,957         2,159
Mortgage backed securities      375           3        76,049        1,405        76,424         1,408
Other                         1,592           8           400           64         1,992            72
                        ------------  ----------   -----------   ----------   -----------  ------------
Total                  $    400,144  $    1,649   $ 3,218,241   $   57,201   $ 3,618,385  $     58,850
                        ============  ==========   ===========   ==========   ===========  ============
</TABLE>

     The investment securities in the above table were temporarily
     impaired at March 31, 2007.  This temporary impairment represents
     the amount of loss that would have been realized if the investment
     securities had been sold on March 31, 2007. The temporary impairment
     in the investment securities portfolio is predominantly the result
     of increases in market interest rates since the investment
     securities were acquired and not from deterioration in the
     creditworthiness of the issuer. At December 31, 2006, total
     unrealized losses on investment securities that had been in a
     continuous loss position for less than twelve months amounted to
     $2,079 and total unrealized losses on investment securities that had
     been in a continuous loss position for more than twelve months
     amounted to $72,284.  At March 31,2007, the Corporation had the
     ability and intent to hold these temporarily impaired investment
     securities until a recovery of fair value, which may be maturity.

                                                              05/09/2007

<PAGE> 10
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

  9.
     Loans and Leases

     The Corporation's loan and lease portfolio, including loans held for
     sale, consisted of the following ($000's):
<TABLE>
<CAPTION>
                                                    March 31,     December 31,     March 31,
                                                      2007           2006            2006
                                                --------------- --------------- ---------------
    <S>                                        <C>             <C>             <C>
     Commercial, financial and agricultural     $   12,305,995  $   12,050,963  $   10,244,761
     Cash flow hedging instruments at fair value        (2,228)         (2,773)         (4,141)
                                                 --------------  --------------  --------------
       Commercial, financial and agricultural       12,303,767      12,048,190      10,240,620

     Real estate:
       Construction                                  6,293,881       6,088,206       4,054,364
       Residential mortgage                          6,501,063       6,328,478       5,370,353
       Home equity loans and lines of credit         4,213,109       4,342,362       4,606,136
       Commercial mortgage                          10,904,417      10,965,607       8,819,281
                                                 --------------  --------------  --------------
     Total real estate                              27,912,470      27,724,653      22,850,134

     Personal                                        1,352,334       1,458,594       1,518,828
     Lease financing                                   686,070         703,580         626,228
                                                 --------------  --------------  --------------
       Total loans and leases                   $   42,254,641  $   41,935,017    $ 35,235,810
                                                 ==============  ==============  ==============
</TABLE>

 10. Financial Asset Sales

     During the first quarter of 2007, the Corporation sold automobile
     loans with principal balances of $116.6 million in securitization
     transactions.  The Corporation recognized net losses of $0.2 million
     from the sale and securitization of auto loans for the three months
     ended March 31, 2007.  Other income associated with auto
     securitizations, primarily servicing income, amounted to $1.8
     million in the current quarter.

     Key economic assumptions used in measuring the retained interests at
     the date of securitization resulting from securitizations completed
     during the quarter were as follows (rate per annum):

<TABLE>
<CAPTION>
    <S>                                          <C>
     Prepayment speed (CPR)                                  15-41 %
     Weighted average life (in months)                        22.6
     Expected credit losses (based on original balance)  0.50-1.53 %
     Residual cash flow discount rate                         12.0 %
     Variable returns to transferees               Forward one-month
                                                     LIBOR yield curve
</TABLE>

     At March 31, 2007, securitized automobile loans and other automobile
     loans managed together with them, along with delinquency and credit
     loss information consisted of the following ($000's):

<TABLE>
<CAPTION>
                                                                Total
                                Securitized    Portfolio       Managed
                               ------------- ------------- -------------
    <S>                       <C>           <C>           <C>

     Loan balances             $    936,260  $    122,912  $  1,059,172
     Principal amounts of loans
       60 days or more past due       2,672           368         3,040
     Net credit losses year to date   2,088           130         2,218
</TABLE>


 11. Goodwill and Other Intangibles

     The changes in the carrying amount of goodwill for the three months
     ended March 31, 2007 were as follows ($000's):
<TABLE>
<CAPTION>
                                                   Banking      Metavante       Others        Total
                                                ------------- ------------- ------------- -------------
    <S>                                        <C>           <C>           <C>           <C>
     Goodwill balance as of January 1, 2007     $  1,425,197  $  1,330,276  $     29,056  $  2,784,529
     Goodwill acquired during the period                  -         34,125            -         34,125
     Purchase accounting adjustments                  (2,971)       10,030           231         7,290
                                                 ------------  ------------  ------------  ------------
     Goodwill balance as of March 31, 2007      $  1,422,226  $  1,374,431  $     29,287  $  2,825,944
                                                 ============  ============  ============  ============
</TABLE>

                                                              05/09/2007

<PAGE> 11
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

     Goodwill acquired during the first quarter of 2007 for the Metavante
     segment included initial goodwill of $34.1 million for the
     acquisition of Valutec.  Purchase accounting adjustments for the
     Metavante segment represent adjustments made to the initial
     estimates of fair value associated with the acquisition of VICOR,
     Inc.  In addition, purchase accounting adjustments for the Metavante
     segment included total earnout payments of $8.0 million related to
     the acquisitions of Advanced Financial Solutions, Inc., Printing for
     Systems, Inc. and AdminiSource Corporation.  Purchase accounting
     adjustments for the Banking segment and Others segment included
     adjustments primarily related to the 2006 acquisition of Gold Banc
     Corporation, Inc.

     At March 31, 2007, the Corporation's other intangible assets
     consisted of the following ($000's):
<TABLE>
<CAPTION>
                                                               March 31, 2007
                                                -----------------------------------------------
                                                                     Accum-
                                                     Gross           ulated             Net
                                                    Carrying         Amort-          Carrying
                                                     Amount         ization            Value
                                                --------------- --------------- ---------------
    <S>                                        <C>             <C>             <C>
     Other intangible assets
       Core deposit intangible                  $      207,805  $      100,043  $      107,762
       Data processing contract
         rights/customer lists                         362,692          65,087         297,605
       Trust customers                                   6,750           2,102           4,648
       Tradename                                         8,000           1,067           6,933
       Other Intangibles                                 1,250             759             491
                                                 --------------  --------------  --------------
                                                $      586,497  $      169,058  $      417,439
                                                 ==============  ==============  ==============

     Mortgage loan servicing rights                                             $        2,088
                                                                                 ==============
</TABLE>

     Amortization expense of other acquired intangible assets for the
     three months ended March 31, 2007 and 2006 amounted to $11.0 million
     and $8.5 million, respectively. Amortization of mortgage servicing
     rights amounted to $0.3 million and $0.4 million for the three
     months ended March 31, 2007 and 2006, respectively.

     The estimated amortization expense of other intangible assets and
     mortgage loan servicing rights for the next five annual fiscal years
     are ($000's):
<TABLE>
<CAPTION>
                      <S>                   <C>
                       2008                  $     45,256
                       2009                        41,932
                       2010                        39,390
                       2011                        37,488
                       2012                        35,894
</TABLE>

 12. Deposits

     The Corporation's deposit liabilities consisted of the following
     ($000's):
<TABLE>
<CAPTION>
                                                    March 31,     December 31,     March 31,
                                                      2007           2006            2006
                                                --------------- --------------- ---------------
    <S>                                        <C>             <C>             <C>
     Noninterest bearing demand                 $    5,391,832  $    6,112,362  $    4,999,788

     Savings and NOW                                12,527,061      12,081,260      10,265,749

     CD's $100,000 and over                          7,259,797       7,841,499       7,018,466
     Cash flow hedge-Institutional CDs                   3,638            (970)        (17,653)
                                                 --------------  --------------  --------------
       Total CD's $100,000 and over                  7,263,435       7,840,529       7,000,813

     Other time deposits                             4,807,479       4,821,233       3,602,642
     Foreign deposits                                2,645,493       3,228,998       2,229,992
                                                 --------------  --------------  --------------
       Total deposits                           $   32,635,300  $   34,084,382  $   28,098,984
                                                 ==============  ==============  ==============
</TABLE>

                                                              05/09/2007

<PAGE> 12
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

 13. Income Taxes

     Effective January 1, 2007, the Corporation adopted the provisions of
     FASB Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in
     Income Taxes - an interpretation of FASB Statement No. 109, and
     there was no effect on the consolidated financial statements.  FIN
     48 clarifies the accounting for uncertainty in income taxes
     recognized in financial statements in accordance with FASB Statement
     No. 109, Accounting for Income Taxes. FIN 48 prescribes a
     recognition threshold and measurement attribute for the financial
     statement recognition and measurement of a tax position taken or
     expected to be taken in a tax return.  FIN 48 also provides guidance
     on derecognition, classification, interest and penalties, accounting
     in interim periods, disclosure and transition.

     As of the date of adoption the total amount of unrecognized tax
     benefits was $92.1 million, of which $71.8 million related to
     benefits that, if recognized, would impact the annual effective tax
     rate.  Upon adoption of FIN 48, the Corporation changed its policy
     to include interest and penalties related to income tax liabilities
     in income tax expense.  Prior to adoption of FIN 48, the Corporation
     recorded interest and penalties related to income tax liabilities to
     other expense, a component of Income Before Income Taxes.  Included
     in the total liability for unrecognized tax benefits as of the date
     of adoption is $6.8 million of interest and no penalties.

     The Corporation, along with its subsidiaries, files income tax
     returns in the U.S. and various state jurisdictions. With limited
     exceptions, the Corporation is no longer subject to examinations by
     federal and state taxing authorities for taxable years before 2003.

     The Corporation anticipates it is reasonably possible within 12
     months of the adoption date that unrecognized tax benefits could be
     reduced up to approximately $22 million.  The reduction would
     principally result from settlements with taxing authorities as it
     relates to the tax benefits associated with a 2002 stock issuance.

 14. Derivative Financial Instruments and Hedging Activities

     The following is an update of the Corporation's use of derivative
     financial instruments and its hedging activities as described in its
     Annual Report on Form 10-K for the year ended December 31, 2006.
     There were no significant new hedging strategies employed during the
     three months ended March 31, 2007.

     Trading Instruments and Other Free Standing Derivatives
     -------------------------------------------------------
     Loan commitments accounted for as derivatives are not material to
     the Corporation and the Corporation does not employ any formal
     hedging strategies for these commitments.

     Trading and free-standing derivative contracts are not linked to
     specific assets and liabilities on the balance sheet or to
     forecasted transactions in an accounting hedge relationship and,
     therefore, do not qualify for hedge accounting under SFAS 133. They
     are carried at fair value with changes in fair value recorded as a
     component of other noninterest income.

     At March 31, 2007, free standing interest rate swaps consisted of
     $2.6 billion in notional amount of receive fixed / pay floating with
     an aggregate negative fair value of $3.5 million and $1.7 billion in
     notional amount of pay fixed / receive floating with an aggregate
     positive fair value of $5.8 million.

     At March 31, 2007, interest rate caps purchased amounted to $17.5
     million in notional amount with an immaterial fair value and
     interest rate caps sold amounted to $17.5 million in notional amount
     with an immaterial fair value.

     At March 31, 2007, the notional value of interest rate futures
     designated as trading was $3.3 billion with a positive fair value of
     $0.1 million.

                                                              05/09/2007

<PAGE> 13
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

     The following table presents additional information with respect to
     fair value hedges.
<TABLE>
<CAPTION>
      Fair Value Hedges
      March 31, 2007                                                  Weighted
                                                 Notional     Fair     Average
             Hedged                 Hedging       Amount     Value    Remaining
              Item                Instrument    ($ in mil)($ in mil) Term (Yrs)
      ---------------------- ------------------- --------- --------- ----------
     <S>                    <C>                 <C>       <C>       <C>
      Fair Value Hedges that Qualify for Shortcut Accounting
      ------------------------------------------------------
        Fixed Rate
          Bank Notes         Receive Fixed Swap  $  390.9  $  (11.6)      8.1

      Other Fair Value Hedges
      -----------------------
        Fixed Rate
          Bank Notes         Receive Fixed Swap  $  125.0  $   (3.9)      9.3
        Institutional CDs    Receive Fixed Swap      50.0       0.2      29.2
        Callable CDs         Receive Fixed Swap       9.9      (0.0)      7.7
</TABLE>

     The impact from fair value hedges to total net interest income for
     the three months ended March 31, 2007 was a negative $0.9 million.
     The impact to net interest income due to ineffectiveness was not
     material.

     The following table summarizes the Corporation's cash flow hedges.
<TABLE>
<CAPTION>
      Cash Flow Hedges
      March 31, 2007                                                  Weighted
                                                 Notional     Fair     Average
             Hedged                 Hedging       Amount     Value    Remaining
              Item                Instrument    ($ in mil)($ in mil) Term (Yrs)
      ---------------------- ------------------- --------- --------- ----------
     <S>                    <C>                 <C>       <C>       <C>
      Cash Flow Hedges that Qualify for Shortcut Accounting
      -----------------------------------------------------
        Floating Rate
          Bank Notes          Pay Fixed Swap     $  125.0  $    0.1        0.1

      Other Cash Flow Hedges
      ----------------------
        Variable Rate Loans   Receive Fixed Swap $  100.0  $   (2.2)       1.3
        Institutional CDs     Pay Fixed Swap      1,725.0      (3.6)       1.5
        Federal Funds
          Purchased           Pay Fixed Swap        150.0      (0.0)       0.7
        FHLB Advances         Pay Fixed Swap      1,410.0       0.1        3.9
        Floating Rate
          Bank Notes          Pay Fixed Swap        550.0      (4.4)       2.7
</TABLE>

     The impact to total net interest income from cash flow hedges,
     including amortization of terminated cash flow hedges for the three
     months ended March 31, 2007 was a positive $5.9 million. For the
     three months ended March 31, 2007, the impact due to ineffectiveness
     was not material.

     For the three months ended March 31, 2006, the total effect on net
     interest income resulting from derivative financial instruments was
     a positive $4.1 million, including the amortization of terminated
     derivative financial instruments.

                                                              05/09/2007

<PAGE> 14
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

 15. Postretirement Health Plan

     The Corporation sponsors a defined benefit health plan that provides
     health care benefits to eligible current and retired employees.
     Eligibility for retiree benefits is dependent upon age, years of
     service, and participation in the health plan during active service.
     The plan is contributory and in 1997 and 2002 the plan was amended.
     Employees hired or retained from mergers after September 1, 1997
     will be granted access to the Corporation's plan upon becoming an
     eligible retiree; however, such retirees must pay 100% of the cost
     of health care benefits. The plan continues to contain other
     cost-sharing features such as deductibles and coinsurance.

     Net periodic postretirement benefit cost for the three months ended
     March 31, 2007 and 2006 included the following components ($000's):

<TABLE>
<CAPTION>
                                                             Three Months Ended March 31,
                                                           -------------------------------
                                                                 2007            2006
                                                           ---------------  --------------
<S>                                                       <C>              <C>
     Service cost                                          $          434   $         570
     Interest cost on APBO                                          1,061           1,022
     Expected return on plan assets                                  (355)           (232)
     Prior service amortization                                      (680)           (680)
     Actuarial loss amortization                                      121             379
                                                            --------------   -------------
       Net periodic postretirement benefit cost            $          581   $       1,059
                                                            ==============   =============
</TABLE>

     Benefit payments and expenses, net of participant contributions, for
     the three months ended March 31, 2007 amounted to $1.1 million.

     The funded status, which is the accumulated postretirement benefit
     obligation net of fair value of plan assets, as of March 31, 2007 is
     as follows ($000's):
<TABLE>
<CAPTION>
    <S>                                             <C>
     Total funded status, December 31, 2006          $    (50,309)
     Service cost                                            (434)
     Interest cost on APBO                                 (1,061)
     Expected return on plan assets                           355
     Employer contributions/payments                        8,115
     Expected subsidy (Medicare Part D)                      (192)
                                                      ------------
     Total funded status, March 31, 2007             $    (43,526)
                                                      ============
</TABLE>

 16. Segments

     Generally, the Corporation organizes its segments based on legal
     entities.  Each entity offers a variety of products and services to
     meet the needs of its customers and the particular market served.
     Each entity has its own president and is separately managed subject
     to adherence to corporate policies.  Discrete financial information
     is reviewed by senior management to assess performance on a monthly
     basis.  Certain segments are combined and consolidated for purposes
     of assessing financial performance.

     The following represents the Corporation's operating segments as of
     and for the three months ended March 31, 2007 and 2006.  During
     2006, the Corporation transferred the residential and commercial
     mortgage banking reporting units, which were previously included in
     other business operations, to the Banking segment.  Segment
     information for all periods presented has been adjusted for these
     transfers. There have not been any other changes to the way the
     Corporation organizes its segments.

     For the three months ended March 31, 2007, Metavante transaction
     costs of $1.5 million and for the three months ended March 31, 2006,
     Net derivative losses of $21.3 million are not included in segment
     income, but are reported in Reclassifications and Eliminations in
     the following tables.  Management does not include these items when
     assessing the financial results of the segment operations.

                                                              05/09/2007

<PAGE> 15
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

     Fees - intercompany represent intercompany revenue charged to other
     segments for providing certain services. Expenses - intercompany
     represent fees charged by other segments for certain services
     received.  For each segment, Expenses - intercompany are not the
     costs of that segment's reported intercompany revenues.
     Intrasegment revenues, expenses and assets have been eliminated ($
     in millions):

<TABLE>
<CAPTION>
                                                  Three Months Ended March 31, 2007
                          ---------------------------------------------------------------------------------
                                                                                    Reclass-
                                                                                   ifications
                                                                      Corporate     & Elimi-       Consol-
                             Banking      Metavante       Others       Overhead      nations       idated
                          ------------  ------------  ------------  ------------  -----------  ------------
<S>                      <C>           <C>           <C>           <C>           <C>          <C>
Net interest income       $     397.4   $      (7.3)  $       5.4   $      (8.3)  $      3.1   $     390.3

Other income
------------
  Fees - external                80.5         356.9          61.7            -            -          499.1
  Fees - internal
    Fees - intercompany          18.1          27.3           1.7          28.5        (75.6)           -
    Float income - intercompany    -            3.1            -             -          (3.1)           -
                            ----------   -----------   -----------   -----------   ----------   -----------
      Total other income         98.6         387.3          63.4          28.5        (78.7)        499.1

Gains related to Firstsource       -            8.0            -             -            -            8.0

Other expense
-------------
  Expenses - other              191.0         297.5          37.2          26.1          1.2         553.0
  Expenses - intercompany        46.3          13.5          13.9           1.6        (75.3)           -
                            ----------   -----------   -----------   -----------   ----------   -----------
Total other expense             237.3         311.0          51.1          27.7        (74.1)        553.0
Provision for loan
  and lease losses               16.8            -            0.3            -            -           17.1
                            ----------   -----------   -----------   -----------   ----------   -----------
Income (loss) before taxes      241.9          77.0          17.4          (7.5)        (1.5)        327.3
Income tax expense (benefit)     79.4          27.7           6.4          (2.8)        (0.2)        110.5
                            ----------   -----------   -----------   -----------   ----------   -----------
Segment income (loss)      $    162.5   $      49.3   $      11.0   $      (4.7)  $     (1.3)  $     216.8
                            ==========   ===========   ===========   ===========   ==========   ===========

Identifiable assets        $ 53,617.1   $   3,059.8   $     822.8   $   1,008.7   $ (1,977.0)  $  56,531.4
                            ==========   ===========   ===========   ===========   ==========   ===========

Return on average equity         12.5%         15.5%         18.0%                                    14.1%
                            ==========   ===========   ===========                              ===========
</TABLE>

<TABLE>
<CAPTION>
                                                  Three Months Ended March 31, 2006
                          ---------------------------------------------------------------------------------
                                                                                    Reclass-
                                                                                   ifications
                                                                      Corporate     & Elimi-       Consol-
                             Banking      Metavante       Others       Overhead      nations       idated
                          ------------  ------------  ------------  ------------  -----------  ------------
<S>                      <C>           <C>           <C>           <C>           <C>          <C>
Net interest income       $     330.7   $      (8.3)  $       3.6   $      (4.1)  $      3.2   $     325.1

Other income
------------
  Fees - external                73.7         343.0          53.4           2.1        (21.3)        450.9
  Fees - internal
    Fees - intercompany          16.1          24.8           1.5          25.0        (67.4)           -
    Float income - intercompany    -            3.2            -             -          (3.2)           -
                            ----------   -----------   -----------   -----------   ----------   -----------
      Total other income         89.8         371.0          54.9          27.1        (91.9)        450.9

Other expense
-------------
  Expenses - other              163.7         296.0          34.3          12.2         (1.1)        505.1
  Expenses - intercompany        40.4          12.6          11.1           2.2        (66.3)           -
                            ----------   -----------   -----------   -----------   ----------   -----------
    Total other expense         204.1         308.6          45.4          14.4        (67.4)        505.1
Provision for loan
  and lease losses               10.5            -            0.5            -            -           11.0
                            ----------   -----------   -----------   -----------   ----------   -----------
Income (loss) before taxes      205.9          54.1          12.6           8.6        (21.3)        259.9
Income tax expense (benefit)     67.8          19.6           4.6           2.4         (7.6)         86.8
                            ----------   -----------   -----------   -----------   ----------   -----------
Segment income (loss)      $    138.1   $      34.5   $       8.0   $       6.2   $    (13.7)  $     173.1
                            ==========   ===========   ===========   ===========   ==========   ===========

Identifiable assets        $ 44,666.9   $   2,797.5   $     687.7   $     766.6   $ (1,554.1)  $  47,364.6
                            ==========   ===========   ===========   ===========   ==========   ===========

Return on average equity         14.5%         13.0%         16.0%                                    14.6%
                            ==========   ===========   ===========                              ===========
</TABLE>

                                                              05/09/2007

<PAGE> 16
                          MARSHALL & ILSLEY CORPORATION
                    Notes to Financial Statements - Continued
                         March 31, 2007 & 2006 (Unaudited)

     Total revenue, which consists of net interest income plus total
     other income, by type in Others consisted of the following ($ in
     millions):
<TABLE>
<CAPTION>
                                                             Three Months Ended March 31,
                                                           -------------------------------
                                                                 2007            2006
                                                           ---------------  --------------
    <S>                                                   <C>              <C>
     Trust Services                                        $         52.2   $        46.0
     Capital Markets                                                  1.8             0.6
     Brokerage and Insurance                                          9.2             7.3
     Commercial Leasing                                               4.6             3.1
     Others                                                           1.0             1.5
                                                            --------------   -------------
       Total                                               $         68.8   $        58.5
                                                            ==============   =============
</TABLE>

 17. Subsequent Events

     On April 3, 2007, the Corporation announced its plan to separate
     Marshall & Ilsley Corporation and Metavante Corporation into two
     separate publicly held companies.

     Under an investment agreement with Warburg Pincus, a global private
     equity investor, Warburg Pincus has agreed to invest $625 million to
     acquire an equity stake of 25 percent in Metavante Corporation.
     Marshall & Ilsley Corporation shareholders will own 75 percent of
     the shares of Metavante Corporation.  This plan will be implemented
     through the spin-off of Marshall & Ilsley Corporation and is
     intended to be tax-free to Marshall & Ilsley Corporation and its
     shareholders.  In connection with the plan, approximately $1.75
     billion of new Metavante Corporation debt will be arranged.

     Upon completion of the transaction, shareholders will receive one
     share of the new Marshall & Ilsley Corporation stock for each one
     share of Marshall & Ilsley Corporation stock held and one share of
     Metavante Corporation stock for every three shares of Marshall &
     Ilsley Corporation stock held.

     Marshall & Ilsley Corporation's board of directors has unanimously
     approved the investment agreement and related transactions and has
     recommended its approval by Marshall & Ilsley Corporation's
     shareholders.  Under the investment agreement with Warburg Pincus,
     the closing of the transaction, which is currently expected to occur
     in the fourth quarter of 2007, is contingent upon satisfaction of
     various closing conditions.  The conditions include approval of
     Marshall & Ilsley Corporation's shareholders, who will be asked to
     vote on the proposed transactions at a special meeting that will be
     held on a date to be announced, obtaining a favorable ruling from
     the Internal Revenue Service, and other regulatory approvals.

     On April 24, 2007, the Corporation announced that its Board of
     Directors increased the quarterly cash dividend on the Corporation's
     common stock 14.8 percent to $0.31 per common share from $0.27 per
     common share.

     On April 26, 2007, the Corporation announced that it had repurchased
     3.25 million shares of its common stock or approximately 1.2 percent
     of its outstanding common stock.  The shares of common stock were
     purchased through an accelerated share repurchase program at $48.03
     per share for a total cost of approximately $156.1 million.  Under
     the accelerated share repurchase program agreement, after a period
     not expected to exceed sixty days, the Corporation may receive or be
     required to pay a price adjustment based on an adjusted weighted
     average price as defined in the accelerated share repurchase program
     agreement.  Any price adjustment may be settled in cash or shares of
     common stock at the Corporation's option.  After the repurchase
     approximately 8.75 million shares remain available under prior
     repurchase authorizations by the Corporation's Board of Directors.

                                                              05/09/2007

<PAGE> 17
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
                           MARSHALL & ILSLEY CORPORATION
                  CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited)
                                    ($000's)

                                                             Three Months Ended March 31,
                                                           --------------------------------
                                                                 2007            2006
                                                           ---------------  ---------------
<S>                                                       <C>              <C>
Assets
------
Cash and due from banks                                    $    1,041,797   $      980,078

Investment securities:
----------------------
  Trading securities                                               41,301           34,177
  Short-term investments                                          277,218          315,719

  Other investment securities:
    Taxable                                                     6,153,473        4,979,354
    Tax-exempt                                                  1,287,860        1,340,598
                                                            --------------   --------------
Total investment securities                                     7,759,852        6,669,848

Loans and leases:
-----------------
  Loans and leases, net of unearned income                     42,106,894       34,678,578
    Allowance for loan and lease losses                          (423,702)        (368,290)
                                                            --------------   --------------
  Net loans and leases                                         41,683,192       34,310,288

Premises and equipment, net                                       574,409          495,887
Accrued interest and other assets                               5,452,287        4,323,961
                                                            --------------   --------------
Total Assets                                               $   56,511,537   $   46,780,062
                                                            ==============   ==============

Liabilities and Shareholders' Equity
------------------------------------
Deposits:
---------
  Noninterest bearing                                      $    5,319,325   $    4,942,011
  Interest bearing                                             27,238,286       22,536,849
                                                            --------------   --------------
Total deposits                                                 32,557,611       27,478,860

Federal funds purchased and security repurchase agreements      3,396,166        2,440,619
Other short-term borrowings                                       852,518          930,232
Long-term borrowings                                           11,623,710        9,404,002
Accrued expenses and other liabilities                          1,823,058        1,712,169
                                                            --------------   --------------
Total liabilities                                              50,253,063       41,965,882

Shareholders' equity                                            6,258,474        4,814,180
                                                            --------------   --------------
Total Liabilities and Shareholders' Equity                 $   56,511,537   $   46,780,062
                                                            ==============   ==============
</TABLE>

                                                              05/09/2007

<PAGE> 18
                                 OVERVIEW
                                 --------

 The Corporation's overall strategy is to drive earnings per share growth
 by: (1) expanding banking operations not only in Wisconsin but also into
 faster growing regions beyond Wisconsin; (2) increasing the number of
 financial institutions to which the Corporation provides correspondent
 banking services and products; (3) expanding trust services and other
 wealth management product and service offerings; and (4) separating
 Marshall & Ilsley Corporation and Metavante into two separate publicly
 traded companies, as discussed below.

 In early April 2007, the Corporation announced its plan to separate
 Marshall & Ilsley Corporation and Metavante into two separate publicly
 traded companies.  The Corporation believes this transaction will create
 two well-positioned companies and will provide substantial benefits to
 the shareholders of both companies by creating additional opportunities
 to focus on core businesses.  Metavante expects to be able to drive
 earnings per share growth by having access to financial resources to
 continue to build new products, invest in new technologies, attract and
 retain employees and acquire additional companies.  Marshall & Ilsley
 Corporation's enhanced capital position is expected to drive earnings
 per share growth by enabling it to provide resources for continued
 organic growth, fund strategic initiatives within wealth management and
 its other business lines and pursue opportunities in new geographic
 markets.  This transaction, which is contingent upon satisfaction of
 various closing conditions, is expected to close in the fourth quarter
 of 2007.  The closing conditions include approval of Marshall & Ilsley
 Corporation shareholders, who will be asked to vote on the proposed
 transactions at a special meeting that will be held on a date to be
 announced, obtaining a favorable ruling from the Internal Revenue
 Service and other regulatory approvals.

 The Corporation continues to focus on its key metrics of growing
 revenues through balance sheet growth, fee-based income growth and
 strong credit quality.  Management believes that the Corporation has
 demonstrated solid fundamental performance in each of these key areas
 and as a result, the first quarter of 2007 produced strong financial
 results.

 Net income for the first quarter of 2007 amounted to $216.8 million
 compared to $173.1 million for the same period in the prior year, an
 increase of $43.7 million, or 25.2%.  Diluted earnings per share were
 $0.83 for the three months ended March 31, 2007 compared to $0.72 for
 the three months ended March 31, 2006.  The return on average assets and
 average equity was 1.56% and 14.05%, respectively, for the quarter ended
 March 31, 2007, and 1.50% and 14.58%, respectively, for the quarter
 ended March 31, 2006.

 For the three months ended March 31, 2007, costs associated with the
 previously discussed Metavante transaction amounted to $1.5 million and
 are included in a separate line within Other expense in the Consolidated
 Statements of Income.  Net income and diluted earnings per share for the
 three months ended March 31, 2007, excluding the transaction costs,
 would have been $218.1 million and $0.83 per share, respectively, and
 the return on average assets and return on average equity would have
 been 1.56% and 14.13%, respectively.  The Corporation expects that
 transaction related costs will significantly increase in future quarters
 until the transaction is completed.

 For the three months ended March 31, 2006, the impact of the
 mark-to-market adjustments associated with certain interest rate swaps
 and reported as Net derivative losses-discontinued hedges within Other
 income in the Consolidated Statements of Income, resulted in a decrease
 to net income of $13.7 million and a decrease to diluted earnings per
 share of $0.06 per share.  Management believes the non-cash changes in
 earnings based on market volatility are not reflective of the core
 performance trends of the Corporation.  Excluding the non-cash changes
 in earnings based on market volatility, for the three months ended March
 31, 2006, net income and diluted earnings per share would have been
 $186.8 million and $0.78 per share respectively, and the return on
 average assets and return on average equity would have been 1.62% and
 15.67%, respectively.

 A reconciliation of these non-GAAP (Generally Accepted Accounting
 Principles) operating results to GAAP results is provided later in this
 section.

 Earnings growth for the three months ended March 31, 2007 compared to
 the three months ended March 31, 2006 was attributable to a number of
 factors.  The increase in net interest income was due to organic loan
 and bank issued deposit growth and the contribution from the two banking
 acquisitions that were completed on April 1, 2006.  Net charge-offs as a
 percent of average consolidated loans and leases were slightly below the
 Corporation's five-year historical average despite the increase in
 nonperforming loans and leases.  Metavante continued to exhibit growth
 in both revenue and earnings which was attributable, in part, to the
 impact of its acquisition activities as well as success in retaining and
 cross-selling products and services to its core customer base.
 Metavante's acquisition activities included one acquisition completed in
 the first quarter of 2007 and one acquisition completed in the third
 quarter of 2006. Continued growth in assets under management and assets
 under administration resulted in solid growth in fee income for Wealth
 Management.  These factors along with continued organic expense
 management resulted in the reported earnings growth in the three months
 ended March 31, 2007 compared to the three months ended March 31, 2006.

                                                              05/09/2007

<PAGE> 19
 The transaction to separate Marshall & Ilsley Corporation and Metavante
 into two separate publicly traded companies will significantly affect
 the financial condition, results of operations and cash flows for both
 the Corporation and Metavante.  In connection with the proposed
 transactions, a Registration Statement on Form S-4 will be filed with
 the Securities and Exchange Commission which will provide, among other
 things, financial information including pro forma financial information
 for both Metavante and the Corporation.

                      RECENTLY COMPLETED ACQUISITIONS
                      -------------------------------
 On January 17, 2007, Metavante acquired all of the outstanding stock of
 Valutec Card Solutions, Inc. ("Valutec") for $41.0 million in cash.
 Valutec provides closed-loop, in-store gift and loyalty card solutions
 for small and medium-sized businesses, including hosted account
 management, reporting capabilities, plastic card design and production
 and card program merchandising products.

 On April 1, 2007, the Corporation completed its acquisition of United
 Heritage Bankshares of Florida, Inc. United Heritage Bank, with $791.3
 million in assets as of March 31, 2007, has 13 branches in the
 metropolitan Orlando area.  The current United Heritage Bank branches
 will become M&I Bank branches.

 On April 20, 2007, the Corporation completed its acquisition of North
 Star Financial Corporation ("North Star") of Chicago, Illinois.  North
 Star and its subsidiaries provide a variety of wealth management
 services through personal and other trusts. North Star's businesses will
 be integrated with M&I's Wealth Management unit.

 See Note 7 - Business Combinations in Notes to Financial Statements for
 further discussion of the Corporation's acquisition activities.

                     NOTEWORTHY TRANSACTIONS AND EVENTS
                     ----------------------------------
 Some of the more noteworthy transactions and events that occurred in the
 three months ended March 31, 2007 and 2006 consisted of the following:

 First quarter 2007
 ------------------
 As previously discussed, costs associated with the transaction to
 separate Marshall & Ilsley Corporation and Metavante Corporation into
 two separate publicly traded companies amounted to a pre-tax expense of
 $1.5 million ($1.3 million after-tax) for the three months ended March
 31, 2007.

 During the first quarter of 2007, the Corporation realized $8.0 million
 in pre-tax gains related to Metavante's investment in Firstsource.  See
 Note 3 - Equity Investment in Firstsource Solutions Limited in Notes to
 Financial Statements for further discussion of this transaction.  The
 Corporation expects that additional gains from Firstsource equity
 activities could be recognized in future periods.

 The impact of the previously discussed gains were in part offset by the
 loss associated with the call of the Corporation's 7.65% junior
 subordinated deferrable interest debentures and the related M&I Capital
 Trust A 7.65% trust preferred securities.  The loss amounted to $9.5
 million and is included in Other expense in the Consolidated Statements
 of Income.

 First quarter 2006
 ------------------
 As previously discussed, the Corporation determined during 2006 that
 certain transactions did not qualify for hedge accounting.  The impact
 of the mark-to-market adjustments associated with certain interest rate
 swaps and reported as Net derivative losses-discontinued hedges in the
 Consolidated Statements of Income, resulted in a decrease to net income
 of $13.7 million and a decrease to diluted earnings per share of $0.06
 per share for the three months ended March 31, 2006.

                                                              05/09/2007

<PAGE> 20
                          NET INTEREST INCOME
                          -------------------
 Net interest income is the difference between interest earned on earning
 assets and interest owed on interest bearing liabilities.  Net interest
 income represented 43.5% of the Corporation's source of revenues for the
 three months ended March 31, 2007 compared to 41.9% for the three months
 ended March 31, 2006.

 Net interest income for the first quarter of 2007 amounted to $390.3
 million compared to $325.1 million reported for the first quarter of
 2006, an increase of $65.2 million or 20.0%.  Both acquisition-related
 and organic loan growth, as well as the growth in bank issued deposits,
 were the primary contributors to the increase in net interest income.
 Factors negatively affecting net interest income compared to the prior
 year included the impact of the financing costs associated with the 2006
 banking acquisitions and Metavante's acquisitions, tightening loan
 spreads and a general shift in the bank issued deposit mix from lower
 cost to higher cost deposit products.

 Average earning assets in the first quarter of 2007 amounted to $49.9
 billion compared to $41.3 billion in the first quarter of 2006, an
 increase of $8.6 billion or 20.6%.  Average loans and leases accounted
 for $7.4 billion of the growth in average earning assets in the first
 quarter of 2007 compared to the first quarter of 2006.  Average
 investment securities increased $1.1 billion in the first quarter of
 2007 over the prior year first quarter.  The growth in average
 investment securities was primarily due to the banking acquisitions.

 Average interest bearing liabilities amounted to $43.1 billion in the
 first quarter of 2007 compared to $35.3 billion in the first quarter of
 2006, an increase of $7.8 billion or 22.1%.  Average interest bearing
 deposits increased $4.7 billion or 20.9% in the first quarter of 2007
 compared to the first quarter of 2006.  Average total borrowings,
 primarily long-term borrowings, increased $3.1 billion or 24.2% in the
 first quarter of 2007 compared to the same period in 2006.

 Average noninterest bearing deposits increased $0.4 billion or 7.6% in
 the three months ended March 31, 2007 compared to the three months ended
 March 31, 2006.

 The growth and composition of the Corporation's quarterly average loan
 and lease portfolio for the current quarter and previous four quarters
 are reflected in the following table ($ in millions):

                 Consolidated Average Loans and Leases
                 -------------------------------------
<TABLE>
<CAPTION>
                                  2007                    2006                       Growth Pct.
                              ---------- --------------------------------------- ------------------
                                 First     Fourth    Third     Second    First              Prior
                                Quarter   Quarter   Quarter   Quarter   Quarter   Annual   Quarter
                              ---------- --------- --------- --------- --------- -------- ---------
<S>                          <C>        <C>       <C>       <C>       <C>       <C>       <C>
Commercial Loans and Leases
---------------------------
  Commercial                  $ 12,164   $ 11,800  $ 11,559  $ 11,441  $  9,877    23.2 %    3.1 %

  Commercial real estate
    Commercial mortgages        10,936     10,932    10,838    10,746     8,839    23.7      0.0
    Construction                 3,480      3,346     3,227     2,834     1,742    99.8      4.0
                               --------   --------  --------  --------  --------  ------   ------
  Total commercial real estate  14,416     14,278    14,065    13,580    10,581    36.3      1.0

  Commercial lease financing       513        538       529       504       493     4.0     (4.6)
                               --------   --------  --------  --------  --------  ------   ------
Total commercial
  loans and leases              27,093     26,616    26,153    25,525    20,951    29.3      1.8

Personal loans and leases
-------------------------
  Residential real estate
    Residential mortgages        6,382      6,195     5,924     5,621     5,190    23.0      3.0
    Construction                 2,780      2,649     2,471     2,365     2,085    33.3      4.9
                               --------   --------  --------  --------  --------  ------   ------
  Total residential real estate  9,162      8,844     8,395     7,986     7,275    25.9      3.6

  Personal loans
    Student                        113         78        47        51        99    14.2     45.3
    Credit card                    245        250       246       237       227     7.9     (1.8)
    Home equity loans and lines  4,295      4,387     4,474     4,596     4,706    (8.7)    (2.1)
    Other                        1,031      1,101     1,143     1,167     1,289   (20.0)    (6.4)
                               --------   --------  --------  --------  --------  ------   ------
Total personal loans             5,684      5,816     5,910     6,051     6,321   (10.1)    (2.3)

Personal lease financing           168        162       150       136       132    26.8      3.5
                               --------   --------  --------  --------  --------  ------   ------
Total personal loans and leases 15,014     14,822    14,455    14,173    13,728     9.4      1.3
                               --------   --------  --------  --------  --------  ------   ------
Total consolidated average
 loans and leases             $ 42,107   $ 41,438  $ 40,608  $ 39,698  $ 34,679    21.4 %    1.6 %
                               ========   ========  ========  ========  ======== =======  =======
</TABLE>

                                                              05/09/2007

<PAGE> 21
 Total consolidated average loans and leases increased $7.4 billion or
 21.4% in the first quarter of 2007 compared to the first quarter of
 2006. Excluding the effect of the banking acquisitions, total
 consolidated average loan and lease organic growth was 9.1% in the first
 quarter of 2007 compared to the first quarter of 2006.  Approximately
 $3.9 billion of the growth in total consolidated average loans and
 leases was attributable to the banking acquisitions and $3.5 billion of
 the growth was organic. Of the $3.9 billion of average growth
 attributable to the banking acquisitions, $2.8 billion was attributable
 to average commercial real estate loans, $0.8 billion was attributable
 to average commercial loans and leases and $0.3 billion was attributable
 to average residential real estate loans.  Of the $3.5 billion of
 average loan and lease organic growth, $1.5 billion was attributable to
 average commercial loans and leases, $1.0 billion was attributable to
 average commercial real estate loans, and $1.6 billion was attributable
 to residential real estate loans. From a production standpoint,
 residential real estate loan closings in the first quarter of 2007 were
 $1.1 billion compared to $1.2 billion in the fourth quarter of 2006 and
 $1.2 billion in the first quarter of 2006.  Average home equity loans
 and lines declined $0.4 billion in the first quarter of 2007 compared to
 the first quarter of 2006.  Average personal loans and leases decreased
 $0.2 billion in the first quarter of 2007 compared to the same period in
 2006.

 Total average commercial loan and lease organic growth continued to be
 relatively strong in the first quarter of 2007 although the Corporation
 has seen some slowing in certain businesses due to tightening inventory
 management.  Management believes that year over year organic commercial
 loan growth (as a percentage) will continue its slight moderation and
 expects organic commercial loan growth will be around 10% in 2007.  The
 Corporation continues to experience some slowing in the construction
 market for both commercial and residential developers, and to some
 extent throughout the commercial real estate business.  The Corporation
 expects organic commercial real estate loan growth in 2007 will be in
 the mid single digit percentage range.

 Home equity loans and lines, which includes M&I's wholesale activity,
 continue to be one of the Corporation's primary consumer loan products.
 Average home equity loans and lines declined in the first quarter of
 2007 compared to the first quarter of 2006.  This is consistent with
 what is occurring in many parts of the country.  It is expected that the
 softer home equity market, combined with the Corporation's continued
 sales of certain loans at origination will continue to impact balance
 sheet organic loan growth.  Management does not expect this trend to
 change in the near term.

 The Corporation sells some of its residential real estate production
 (residential real estate and home equity loans) in the secondary market.
 Selected residential real estate loans with rate and term
 characteristics that are considered desirable are periodically retained
 in the portfolio.  For each of the three months ended March 31, 2007 and
 2006, real estate loans sold to investors amounted to $0.6 billion.  At
 March 31, 2007 and 2006, the Corporation had approximately $126.6
 million and $120.7 million of mortgage loans held for sale,
 respectively.  Gains from the sale of mortgage loans amounted to $8.8
 million in the first quarter of 2007 compared to $12.0 million in the
 first quarter of 2006.

 Auto loans securitized and sold in the first quarters of 2007 and 2006
 amounted to $0.1 billion and $0.2 billion, respectively.  Net gains and
 losses from the sale and securitization of auto loans were not
 significant in either the first quarter of 2007 or the first quarter of
 2006. Auto loans held for sale amounted to $45.5 million and $38.4
 million at March 31, 2007 and March 31, 2006, respectively.

 The Corporation anticipates that it will continue to divest itself of
 selected assets through sale or securitization in future periods.

                                                              05/09/2007

<PAGE> 22
 The growth and composition of the Corporation's quarterly average
 deposits for the current and previous four quarters are as follows ($ in
 millions):

                     Consolidated Average Deposits
                     -----------------------------
<TABLE>
<CAPTION>
                                  2007                    2006                       Growth Pct.
                              ---------- --------------------------------------- ------------------
                                 First     Fourth    Third     Second    First              Prior
                                Quarter   Quarter   Quarter   Quarter   Quarter   Annual   Quarter
                              ---------- --------- --------- --------- --------- -------- ---------
<S>                          <C>        <C>       <C>       <C>       <C>       <C>       <C>
Bank issued deposits
--------------------
  Noninterest bearing deposits
  ----------------------------
    Commercial                $  3,769   $  4,000  $  3,948  $  3,873  $  3,473     8.5 %   (5.8)%
    Personal                       964        951       953       998       943     2.3      1.4
    Other                          586        575       561       533       526    11.4      2.0
                               --------   --------  --------  --------  --------  ------   ------
  Total noninterest
    bearing deposits             5,319      5,526     5,462     5,404     4,942     7.6     (3.7)

  Interest bearing deposits
    Savings and NOW              2,951      2,961     3,081     3,251     2,831     4.2     (0.4)
    Money market                 8,260      8,128     7,795     7,389     6,599    25.2      1.6
    Foreign activity             1,424      1,427     1,151     1,000     1,034    37.7     (0.3)
                               --------   --------  --------  --------  --------  ------   ------
  Total interest
    bearing deposits            12,635     12,516    12,027    11,640    10,464    20.7      0.9

  Time deposits
  -------------
    Other CDs and time deposits  4,832      4,847     4,843     4,769     3,509    37.7     (0.3)
    CDs greater than $100,000    3,401      3,264     3,137     2,878     2,035    67.1      4.2
                               --------   --------  --------  --------  --------  ------   ------
  Total time deposits            8,233      8,111     7,980     7,647     5,544    48.5      1.5
                               --------   --------  --------  --------  --------  ------   ------
Total bank issued deposits      26,187     26,153    25,469    24,691    20,950    25.0      0.1

Wholesale deposits
------------------
  Money market                     938        835       795       737       893     5.1     12.3
  Brokered CDs                   4,332      5,257     5,510     5,382     3,874    11.8    (17.6)
  Foreign time                   1,101        892     1,147     1,931     1,762   (37.5)    23.4
                               --------   --------  --------  --------  --------  ------   ------
Total wholesale deposits         6,371      6,984     7,452     8,050     6,529    (2.4)    (8.8)
                               --------   --------  --------  --------  --------  ------   ------
Total consolidated
  average deposits            $ 32,558   $ 33,137  $ 32,921  $ 32,741  $ 27,479    18.5 %   (1.7)%
                               ========   ========  ========  ========  ======== =======  =======
</TABLE>

 Average total bank issued deposits increased $5.2 billion or 25.0% in
 the first quarter of 2007 compared to the first quarter of 2006.
 Excluding the effect of the banking acquisitions, average total bank
 issued deposit organic growth was 9.1% in the first quarter of 2007
 compared to the first quarter of 2006.  Approximately $3.1 billion of
 the growth in average total bank issued deposits was attributable to the
 banking acquisitions and $2.1 billion of the growth was organic.  Of the
 $3.1 billion of average growth attributable to the banking acquisitions,
 $0.4 billion was attributable to average noninterest bearing deposits,
 $1.0 billion was attributable to average interest bearing deposits and
 $1.7 billion was attributable to average time deposits.  Of the $2.1
 billion of average bank issued deposit organic growth, $1.1 billion was
 attributable to average interest bearing deposits and $1.0 billion was
 attributable to average time deposits.  Average noninterest bearing
 deposits were relatively unchanged in the first quarter of 2007 compared
 to the first quarter of 2006.

 Noninterest bearing deposit balances tend to exhibit some seasonality
 with a trend of balances declining somewhat in the early part of the
 year followed by growth in balances throughout the remainder of the
 year.  A portion of the noninterest balances, especially commercial
 balances, is sensitive to the interest rate environment.  Larger
 balances tend to be maintained when overall interest rates are low and
 smaller balances tend to be maintained as overall interest rates
 increase.

 In the current interest environment, the Corporation has increasingly
 been able to competitively price deposit products which has contributed
 to the growth in average bank issued interest bearing deposits and
 average bank issued time deposits.  In addition, the recent interest
 rate environment has resulted in a shift in the bank issued deposit mix.
 In their search for higher yields, both new and existing customers have
 been migrating their deposit balances to higher cost money market and
 time deposit products. Management expects this behavior to continue
 although at a somewhat slower rate based on current interest rate
 levels.

                                                              05/09/2007

<PAGE> 23
 Wholesale deposits are funds in the form of deposits generated through
 distribution channels other than M&I's own banking branches.  The
 Corporation continues to make use of wholesale funding alternatives,
 especially brokered and institutional certificates of deposit.  These
 deposits allow the Corporation's bank subsidiaries to gather funds
 across a wider geographic base and at pricing levels considered
 attractive, where the underlying depositor may be retail or
 institutional. For the three months ended March 31, 2007, average
 wholesale deposits decreased $0.2 billion, or 2.4% compared to the three
 months ended March 31, 2006.  Average wholesale deposits for the three
 months ended March 31, 2007 include $0.6 billion of wholesale deposits
 that were assumed in the 2006 banking acquisitions.

 Total borrowings increased $1.5 billion to $16.0 billion at March 31,
 2007, compared to $14.5 billion at December 31, 2006. During the first
 quarter of 2007, the Corporation issued floating rate long term
 borrowings in the amount of $1.2 billion which are indexed to the one
 month London Inter-Bank Offered Rate ("LIBOR") and mature at various
 times from 2008 through 2013.  In addition, a $0.3 billion fixed rate
 borrowing with an interest rate of 5.15% and a maturity date of 2012 was
 issued in the first quarter of 2007.

 The Corporation's consolidated average interest earning assets and
 interest bearing liabilities, interest earned and interest paid for the
 three months ended March 31, 2007 and 2006, are presented in the
 following tables ($ in millions):

                     Consolidated Yield and Cost Analysis
                     ------------------------------------
<TABLE>
<CAPTION>
                                         Three Months Ended          Three Months Ended
                                           March 31, 2007              March 31, 2006
                                   ---------------------------- ----------------------------
                                                        Average                     Average
                                      Average          Yield or    Average          Yield or
                                      Balance Interest Cost (b)    Balance Interest Cost (b)
                                   ---------------------------- ----------------------------
<S>                               <C>        <C>     <C>       <C>        <C>     <C>
                                   ----------- ------- -------   ---------- ------- -------
Loans and leases: (a)
---------------------
  Commercial loans and leases      $ 12,677.0 $ 238.1    7.62 % $ 10,369.9 $ 176.8    6.91 %
  Commercial real estate loans       14,416.4   270.1    7.60     10,580.4   181.1    6.94
  Residential real estate loans       9,161.7   165.4    7.32      7,275.3   122.8    6.85
  Home equity loans and lines         4,295.0    79.9    7.55      4,705.9    81.0    6.98
  Personal loans and leases           1,556.8    30.0    7.83      1,747.0    29.2    6.77
                                    ---------- ------- -------   ---------- ------- -------
Total loans and leases               42,106.9   783.5    7.55     34,678.5   590.9    6.91

Investment securities (b):
--------------------------
  Taxable                             6,153.5    77.1    5.03      4,979.4    57.9    4.64
  Tax Exempt (a)                      1,287.8    21.5    6.86      1,340.6    23.4    7.20
                                    ---------- ------- -------   ---------- ------- -------
Total investment securities           7,441.3    98.6    5.34      6,320.0    81.3    5.17

Trading securities (a)                   41.3     0.2    1.38         34.2     0.1    0.87
Other short-term investments            277.2     3.8    5.57        315.7     3.5    4.58
                                    ---------- ------- -------   ---------- ------- -------
Total interest earning assets      $ 49,866.7 $ 886.1    7.20 % $ 41,348.4 $ 675.8    6.62 %
                                    ========== ======= =======   ========== ======= =======

Interest bearing deposits:
--------------------------
  Bank issued deposits:
  ---------------------
    Bank issued interest
      bearing activity deposits    $ 12,634.4 $ 111.6    3.58 % $ 10,464.3 $  74.7    2.89 %
    Bank issued time deposits         8,232.9    98.3    4.84      5,544.3    53.3    3.90
                                    ---------- ------- -------   ---------- ------- -------
  Total bank issued deposits         20,867.3   209.9    4.08     16,008.6   128.0    3.24

  Wholesale deposits                  6,371.0    80.1    5.10      6,528.2    70.8    4.40
                                    ---------- ------- -------   ---------- ------- -------
Total interest bearing deposits      27,238.3   290.0    4.32     22,536.8   198.8    3.58

Short-term borrowings                 4,248.7    54.9    5.24      3,370.9    39.3    4.73
Long-term borrowings                 11,623.7   143.8    5.02      9,404.0   104.7    4.51
                                    ---------- ------- -------   ---------- ------- -------
Total interest bearing liabilities $ 43,110.7 $ 488.7    4.60 % $ 35,311.7 $ 342.8    3.94 %
                                    ========== ======= =======   ========== ======= =======

Net interest margin (FTE)                     $ 397.4    3.23 %            $ 333.0    3.26 %
                                               ======= =======              ======= =======

Net interest spread (FTE)                                2.60 %                       2.68 %
                                                       =======                      =======
</TABLE>

  (a) Fully taxable equivalent ("FTE") basis, assuming a Federal income
      tax rate of 35%, and excluding disallowed interest expense.
  (b) Based on average balances excluding fair value adjustments for
      available for sale securities.

 The net interest margin FTE decreased 3 basis points from 3.26% in the
 first quarter of 2006 to 3.23% in the first quarter of 2007.  Compared
 to the fourth quarter of 2006, the net interest margin FTE decreased 2
 basis points from 3.25% in the fourth quarter of 2006 to 3.23% in the
 first quarter of 2007.

                                                              05/09/2007

<PAGE> 24
 Net interest income and the net interest margin percentage can vary and
 continue to be influenced by loan and deposit growth, product spreads,
 pricing competition in the Corporation's markets, prepayment activity,
 future interest rate changes and various other factors.  Similar to the
 general trends being experienced throughout the industry, the
 Corporation continues to be challenged by narrowing loan spreads, a flat
 yield curve, loan growth that may exceed the Corporation's ability to
 generate appropriately priced deposits and the shift in the bank issued
 deposit mix by new and existing depositors into higher yielding
 products.  Management expects these trends to continue and expects that
 there will be downward pressure, particularly during periods of
 increasing nonperforming loans and leases, on the net interest margin
 FTE for the remainder of 2007.

         PROVISION FOR LOAN AND LEASE LOSSES AND CREDIT QUALITY
         ------------------------------------------------------
 The following tables present comparative consolidated credit quality
 information as of March 31, 2007 and the prior four quarters:

                          Nonperforming Assets
                          --------------------
                                 ($000's)
<TABLE>
<CAPTION>
                                             2007                           2006
                                         -----------  -----------------------------------------------
                                            First        Fourth      Third      Second       First
                                           Quarter      Quarter     Quarter     Quarter     Quarter
                                         -----------  ----------- ----------- ----------- -----------
<S>                                     <C>          <C>         <C>         <C>         <C>
Nonaccrual                               $  340,684   $  264,890  $  213,920  $  193,028  $  144,484
Renegotiated                                    117          125         130         133         138
Past due 90 days or more                     10,858        2,991       5,132       4,855       4,523
                                          ----------   ----------  ----------  ----------  ----------
Total nonperforming loans and leases        351,659      268,006     219,182     198,016     149,145
Other real estate owned                      26,580       25,452      15,152      11,701       8,207
                                          ----------   ----------  ----------  ----------  ----------
Total nonperforming assets               $  378,239   $  293,458  $  234,334  $  209,717  $  157,352
                                          ==========   ==========  ==========  ==========  ==========

Allowance for loan and lease losses      $  423,084   $  420,610  $  417,375  $  415,201  $  368,760
                                          ==========   ==========  ==========  ==========  ==========
</TABLE>

                         Consolidated Statistics
                         -----------------------
<TABLE>
<CAPTION>
                                             2007                           2006
                                         -----------  -----------------------------------------------
                                            First        Fourth      Third      Second       First
                                           Quarter      Quarter     Quarter     Quarter     Quarter
                                         -----------  ----------- ----------- ----------- -----------
<S>                                     <C>          <C>         <C>         <C>         <C>
Net charge-offs to average
  loans and leases annualized                  0.14 %       0.14 %      0.08 %      0.10 %      0.07 %
Total nonperforming loans and leases
  to total loans and leases                    0.83         0.64        0.53        0.49        0.42
Total nonperforming assets to total loans
  and leases and other real estate owned       0.89         0.70        0.57        0.52        0.45
Allowance for loan and lease losses
  to total loans and leases                    1.00         1.00        1.01        1.03        1.05
Allowance for loan and lease losses
  to total nonperforming loans and leases       120          157         190         210         247
</TABLE>

                                                              05/09/2007

<PAGE> 25
                    Nonaccrual Loans and Leases By Type
                    -----------------------------------
                                 ($000's)

<TABLE>
<CAPTION>
                                             2007                           2006
                                         -----------  -----------------------------------------------
                                            First        Fourth      Third      Second       First
                                           Quarter      Quarter     Quarter     Quarter     Quarter
                                         -----------  ----------- ----------- ----------- -----------
<S>                                     <C>          <C>         <C>         <C>         <C>
Commercial
----------
  Commercial, financial and agricultural $   60,331   $   50,855  $   56,541  $   59,558  $   50,103
  Lease financing receivables                 1,510        1,119         539         454       1,399
                                          ----------   ----------  ----------  ----------  ----------
Total commercial                             61,841       51,974      57,080      60,012      51,502

Real estate
-----------
  Construction and land development         129,061       71,298      47,265      32,602       3,276
  Commercial mortgage                        66,596       57,705      40,234      40,669      32,479
  Residential mortgage                       78,578       82,675      67,799      58,255      55,579
                                          ----------   ----------  ----------  ----------  ----------
Total real estate                           274,235      211,678     155,298     131,526      91,334

Personal                                      4,608        1,238       1,542       1,490       1,648
                                          ----------   ----------  ----------  ----------  ----------
Total nonaccrual loans and leases        $  340,684   $  264,890  $  213,920  $  193,028  $  144,484
                                          ==========   ==========  ==========  ==========  ==========
</TABLE>

            Reconciliation of Allowance for Loan and Lease Losses
            -----------------------------------------------------
                                 ($000's)
<TABLE>
<CAPTION>
                                             2007                           2006
                                         -----------  -----------------------------------------------
                                            First        Fourth      Third      Second       First
                                           Quarter      Quarter     Quarter     Quarter     Quarter
                                         -----------  ----------- ----------- ----------- -----------
<S>                                     <C>          <C>         <C>         <C>         <C>
Beginning balance                        $  420,610   $  417,375  $  415,201  $  368,760  $  363,769

Provision for loan and lease losses          17,148       18,253      10,250      11,053      10,995

Allowance of banks and loans acquired            -            -           -       45,258          -

Loans and leases charged-off
----------------------------
  Commercial                                  7,222        2,213       4,073       6,125       3,869
  Real estate                                 6,616       11,483       4,971       3,385       2,901
  Personal                                    4,290        4,216       3,516       3,088       3,727
  Leases                                        173          256         165       1,253         189
                                          ----------   ----------  ----------  ----------  ----------
Total charge-offs                            18,301       18,168      12,725      13,851      10,686

Recoveries on loans and leases
------------------------------
  Commercial                                  1,712        1,097       2,251         847       2,715
  Real estate                                   488          415         783       1,224         263
  Personal                                      935        1,096       1,031       1,149         971
  Leases                                        492          542         584         761         733
                                          ----------   ----------  ----------  ----------  ----------
Total recoveries                              3,627        3,150       4,649       3,981       4,682
                                          ----------   ----------  ----------  ----------  ----------
Net loans and leases charged-off             14,674       15,018       8,076       9,870       6,004
                                          ----------   ----------  ----------  ----------  ----------
Ending balance                           $  423,084   $  420,610  $  417,375  $  415,201  $  368,760
                                          ==========   ==========  ==========  ==========  ==========
</TABLE>

 Nonperforming assets consist of nonperforming loans and leases and other
 real estate owned ("OREO").

 OREO is principally comprised of commercial and residential properties
 acquired in partial or total satisfaction of problem loans and amounted
 to $26.6 million at March 31, 2007, compared to $25.5 million at
 December 31, 2006 and $8.2 million at March 31, 2006.  Construction and
 land development and residential real estate properties acquired in
 partial or total satisfaction of problem loans accounted for 25.0% and
 56.7% of OREO at March 31, 2007, respectively.

 Nonperforming loans and leases consist of nonaccrual, renegotiated or
 restructured loans, and loans and leases that are delinquent 90 days or
 more and still accruing interest.  The balance of nonperforming loans
 and leases can fluctuate widely based on the timing of cash collections,
 renegotiations and renewals.

                                                              05/09/2007

<PAGE> 26
 At March 31, 2007, nonperforming loans and leases amounted to $351.7
 million or 0.83% of consolidated loans and leases compared to $268.0
 million or 0.64% of consolidated loans and leases at December 31, 2006,
 and $149.1 million or 0.42% of consolidated loans and leases at March
 31, 2006.  Nonaccrual loans and leases continue to be the primary source
 of nonperforming loans and leases.

 At March 31, 2007, nonperforming loans and leases continue to be
 concentrated in housing-related loans.  The housing slowdown is
 impacting the performance of some of the Corporation's construction and
 land development loans.  A re-balancing of supply and demand within the
 national housing market has reduced both absorption rates and
 valuations, causing stress for some borrowers within this loan segment.
 These loans are geographically dispersed and are in both the
 Corporation's core and acquired loan portfolios.

 Nonperforming loans and leases associated with banking acquisitions
 amounted to $78.6 million or 1.96% of the acquired loans and leases and
 22.3% of total consolidated nonperforming loans and leases at March 31,
 2007.

 Throughout this credit cycle the Corporation has maintained its
 underwriting standards including its typical loan to value standards in
 real estate lending. As stated in the Corporation's Annual Report on
 Form 10-K, the Corporation does not hold loans with below market or
 so-called teaser interest rates and does not hold option adjustable rate
 mortgages that may expose the borrowers to future increase in repayments
 in excess of changes resulting solely from increases in the market rate
 of interest (loans subject to negative amortization).  The Corporation's
 comprehensive approval process is critical to ensuring that the risk of
 loss from nonperforming loans and leases on a long-term basis is
 minimized within the overall framework of acceptable levels of credit
 risk.

 Managing nonperforming loans and leases is important to the ongoing
 success of a financial services institution.  In addition to the
 negative impact on net interest income and credit losses, nonperforming
 assets also increase operating costs due to the expense associated with
 collection efforts.  The Corporation's comprehensive credit review
 process is critical to ensuring that potential nonperforming loans and
 leases as well as nonperforming loans and leases are aggressively
 identified and isolated in a timely manner so that strategies can be
 developed to minimize the risk of loss to the Corporation.  At March 31,
 2007 approximately $80.5 million or 22.9% of the Corporation's
 nonperforming loans and leases were 60 days or less past due.

 Net charge-offs amounted to $14.7 million or 0.14% of average loans and
 leases in the first quarter of 2007 compared to $15.0 million or 0.14%
 of average loans and leases in the fourth quarter of 2006 and $6.0
 million or 0.07% of average loans and leases in the first quarter of
 2006.  The ratio of recoveries to charge-offs was 19.8% for the three
 months ended March 31, 2007, compared to 17.3% in the fourth quarter of
 2006, and 43.8% in the first quarter of 2006.  The most recent five year
 average ratio of recoveries to charge-offs was 30.4%.

 The provisions for loan and lease losses amounted to $17.1 million for
 the three months ended March 31, 2007, compared to $18.3 million for the
 three months ended December 31, 2006 and $11.0 million for the three
 months ended March 31, 2006.  The allowance for loan and lease losses as
 a percent of consolidated loans and leases outstanding was 1.00% at
 March 31, 2007, 1.00% at December 31, 2006 and 1.05% at March 31, 2006.

 As a result of these portfolio trends, management believes that in the
 near term the expected level of nonperforming loans and leases will
 increase from current levels.  In addition to identifying new problem or
 potential problem loans and leases, this expectation is based in part on
 the fact that real estate related loans such as construction and land
 development loans tend to be more complex and may take additional time
 to satisfactorily resolve.  At the present time, the Corporation's
 nonperforming loans and leases continue to be generally
 well-collateralized, geographically dispersed and the risk of loss on a
 per loan basis remains relatively modest.  Management continues to
 expect that its annual historical net charge off range of 15 to 20 basis
 points of average loans and leases is representative of the net
 charge-offs anticipated for the year ended December 31, 2007.


                             OTHER INCOME
                             ------------
 Other income or noninterest sources of revenue represented 56.5% and
 58.1% of the Corporation's total sources of revenues for the three
 months ended March 31, 2007 and 2006, respectively.  Total other income
 in the first quarter of 2007 amounted to $507.1 million compared to
 $450.9 million in the same period last year, an increase of $56.2
 million or 12.5%.  As previously discussed, other income for the three
 months ended March 31, 2007 included $8.0 million in gains related to
 Firstsource and other income for the three months ended March 31, 2006
 included $21.3 million of mark-to-market losses for derivative financial
 instruments that did not qualify for hedge accounting.  The remaining
 increase in other income was primarily due to growth in data processing
 services and wealth management services revenue.

                                                              05/09/2007

<PAGE> 27
 Data processing services external revenue (Metavante) amounted to $356.4
 million in the first quarter of 2007 compared to $343.0 million in the
 first quarter of 2006, an increase of $13.4 million or 3.9% .  Revenue
 growth continued throughout the segment due to revenue associated with
 acquisitions and higher transaction volumes in core processing and
 payment processing activities.  Revenue associated with Metavante's
 acquisition completed in the first quarter of 2007 and the acquisition
 completed in the third quarter of 2006 contributed a significant portion
 of the revenue growth in the three months ended March 31, 2007, compared
 to the three months ended March 31, 2006.  Metavante estimates that
 total revenue growth (internal and external) for the three months ended
 March 31, 2007 compared to the three months ended March 31, 2006
 excluding the acquisitions ("organic revenue growth"), was approximately
 2.0%.  To determine the estimated organic revenue growth rate, Metavante
 adjusts its prior year revenue for the acquisitions as if they had been
 consummated on January 1 of the prior year.  Total external buyout
 revenue, which varies from period to period, amounted to $0.7 million
 for the three months ended March 31, 2007 compared to $3.9 million for
 the three months ended March 31, 2006, a decrease of $3.2 million.

 Management continues to expect that Metavante revenue (internal and
 external) for the year ended December 31, 2007 will be within a range of
 $1.60 billion to $1.64 billion.  Despite the lower organic growth rate
 in the first quarter of 2007, management believes the growth rate will
 increase in the third and fourth quarters of 2007 and expects annual
 organic revenue growth in 2007 will be in the mid-single digits.

 Wealth management revenue amounted to $60.7 million in the first quarter
 of 2007 compared to $52.8 million in the first quarter of 2006, an
 increase of $7.9 million or 15.0%.  For the three months ended March 31,
 2007, wealth management revenue attributable to the previously reported
 April 1, 2006 acquisition of Gold Banc Corporation, Inc. amounted to
 $1.0 million.  Continued success in cross-selling and integrated
 delivery initiatives, improved investment performance and improving
 results in institutional sales efforts and outsourcing activities were
 the primary contributors to the remaining revenue growth over the
 respective periods.  Assets under management were approximately $22.9
 billion at March 31, 2007, compared to $22.5 billion at December 31,
 2006 and $19.8 billion at March 31, 2006.

 Service charges on deposits amounted to $25.9 million in the first
 quarter of 2007, an increase of $3.3 million or 14.8% from the first
 quarter of 2006.  The banking acquisitions contributed $2.0 million of
 service charges on deposits for the three months ended March 31, 2007.
 A portion of this source of fee income is sensitive to changes in
 interest rates.  Excluding the effect of the banking acquisitions,
 increased service charges on deposits associated with commercial demand
 deposits accounted for the majority of the increase in this revenue in
 the three months ended March 31, 2007 compared to the three months ended
 March 31, 2006, respectively.

 Total mortgage banking revenue was $10.1 million in the first quarter of
 2007 compared with $12.9 million in the first quarter of 2006, a
 decrease of $2.8 million or 21.6%.  For each of the three months ended
 March 31, 2007 and 2006, the Corporation sold $0.6 billion of
 residential mortgage and home equity loans to the secondary market.
 As previously discussed, the Corporation continues to sell home equity
 loans at origination which is partly in response to the demand for home
 equity products with higher loan-to-value characteristics.

 Net investment securities gains amounted to $1.6 million (primarily
 Capital Markets related) in the first quarter of 2007 compared to $1.1
 million in the first quarter of 2006, an increase of $0.5 million or
 40.2%.  As previously discussed, gains related to Firstsource for the
 three months ended March 31, 2007, amounted to $8.0 million.

 As previously discussed, Net derivative losses-discontinued hedges that
 amounted to $21.3 million for the three months ended March 31, 2006
 represent the mark-to-market adjustments associated with certain
 interest rate swaps.  Based on expanded interpretations of the
 accounting standard for derivatives and hedge accounting, it was
 determined that certain transactions did not qualify for hedge
 accounting.  As a result, any fluctuation in the fair value of the
 interest rate swaps was recorded in earnings with no corresponding
 offset to the hedged items or accumulated other comprehensive income.
 Management believes the changes in earnings based on market volatility
 are not reflective of the core performance trends of the Corporation.

 Other income in the first quarter of 2007 amounted to $36.9 million
 compared to $32.9 million in the first quarter of 2006, an increase of
 $4.0 million or 12.4%.  Other income for the three months ended March
 31, 2007 included $1.2 million of income attributable to the banking
 acquisitions.

                                                              05/09/2007

<PAGE> 28
                             OTHER EXPENSE
                             -------------
 Total other expense for the three months ended March 31, 2007 amounted
 to $553.0 million compared to $505.1 million for the three months ended
 March 31, 2006, an increase of $47.9 million or 9.5%.

 Total other expense for the three months ended March 31, 2007 includes
 the operating expenses associated with Metavante's 2007 and 2006
 acquisitions, and the 2006 banking acquisitions.  The operating expenses
 of the acquired entities have been included in the Corporation's
 consolidated operating expenses from the dates the transactions were
 completed, which had an impact on the period to period comparability of
 operating expenses in 2007 compared to 2006.  Approximately $26.8
 million of the operating expense growth in the first quarter of 2007
 compared to the first quarter of 2006 was attributable to the
 acquisitions.  Total other expense for the three months ended March 31,
 2007 included transaction expenses of $1.5 million associated with the
 plan to separate Marshall & Ilsley Corporation and Metavante into two
 separate publicly traded companies and the loss of $9.5 million related
 to the call of the Corporation's 7.65% junior subordinated deferrable
 interest debentures and the related M&I Capital Trust A 7.65% trust
 preferred securities.

 The Corporation estimates that its expense growth in the three months
 ended March 31, 2007 compared to the three months ended March 31, 2006,
 excluding the effects of the acquisitions, the Metavante transaction
 costs and the loss due to the call of the 7.65% junior subordinated
 deferrable interest debentures and the related M&I Capital Trust A 7.65%
 trust preferred securities was approximately $10.1 million or 2.0%.

 Expense control is sometimes measured in the financial services industry
 by the efficiency ratio statistic.  The efficiency ratio is calculated
 by taking total other expense (excluding Metavante transaction costs)
 divided by the sum of total other income (including Capital Markets
 revenue but excluding investment securities gains or losses and net
 derivative losses-discontinued hedges) and net interest income on a
 fully taxable equivalent basis. The Corporation's efficiency ratios for
 the three months ended March 31, 2007 and prior four quarters were:

                            Efficiency Ratios
                            -----------------

<TABLE>
<CAPTION>
                                                    Three Months Ended
                        -------------------------------------------------------------------------
                           March 31,    December 31,   September 30,     June 30,      March 31,
                             2007           2006           2006            2006          2006
                        -------------- -------------- -------------- -------------- -------------
<S>                     <C>            <C>            <C>            <C>            <C>
Consolidated Corporation        61.0 %         62.2 %         62.6 %         62.9 %        62.8 %

Consolidated Corporation
  Excluding Metavante           50.5 %         50.6 %         52.4 %         51.2 %        48.8 %
</TABLE>

 Salaries and employee benefits expense amounted to $297.1 million in the
 first quarter of 2007 compared to $277.4 million in the first quarter of
 2006, an increase of $19.7 million or 7.1% . Salaries and benefits
 associated with the acquisitions previously discussed accounted for
 approximately $14.0 million of the increase in Salaries and employee
 benefits expense in the three months ended March 31, 2007 compared to
 the three months ended March 31, 2006.

 For the first quarter of 2007, occupancy and equipment expense amounted
 to $59.3 million compared to $57.8 million in the first quarter of 2006,
 an increase of $1.5 million or 2.6% . The acquisitions accounted for
 approximately all of the increase in occupancy and equipment expense in
 the three months ended March 31, 2007 compared to the three months ended
 March 31, 2006.

 Software expenses, processing charges, supplies and printing,
 professional services and shipping and handling expenses totaled $97.9
 million in the first quarter of 2007 compared to $85.9 million in the
 first quarter of 2006, an increase of $12.0 million or 13.9% . The
 acquisitions accounted for $1.9 million of the expense growth for the
 three months ended March 31, 2007 compared to the three months ended
 March 31, 2006.  Metavante's expense growth accounted for the majority
 of the remaining increase in expense for these items in the three months
 ended March 31, 2007 compared to the three months ended March 31, 2006.

 Amortization of intangibles amounted to $11.3 million in the first
 quarter of 2007 compared to $8.9 million in the first quarter of 2006,
 an increase of $2.4 million.  The increase in amortization associated
 with the acquisitions amounted to $2.6 million for the three months
 ended March 31, 2007 compared to the three months ended March 31, 2006.
 Those increases were offset by lower amortization of core deposit
 intangibles, which is based on a declining balance method from previous
 acquisitions.

                                                              05/09/2007

<PAGE> 29
 As previously discussed, the Corporation incurred certain transaction
 costs associated with the recently announced plan to separate Marshall &
 Ilsley Corporation and Metavante into two separate publicly held
 companies.  For the three months ended March 31, 2007, these costs
 amounted to $1.5 million and consisted of consulting and legal fees.

 Other expense amounted to $85.9 million in the first quarter of 2007
 compared to $75.1 million in the first quarter of 2006, an increase of
 $10.8 million or 14.3%.  The acquisitions accounted for $5.2 million of
 the growth in other expense for the three months ended March 31, 2007
 compared to the three months ended March 31, 2006.  As previously
 discussed, other expense for the three months ended March 31, 2007
 includes the loss of $9.5 million related to the call of the
 Corporation's 7.65% junior subordinated deferrable interest debentures
 and the related M&I Capital Trust A 7.65% trust preferred securities.

 Other expense is affected by the capitalization of costs, net of
 amortization associated with software development and customer data
 processing conversions.  Net software and conversion activities was a
 net credit of $0.2 million in the first quarter of 2007. Net software
 and conversion activities resulted in $2.7 million of expense in the
 first quarter of 2006.  Net software and conversion activities resulted
 in a decrease of $2.9 million in other expense in the first quarter of
 2007 compared the first quarter of 2006.


                            INCOME TAXES
                            ------------
 The provision for income taxes for the three months ended March 31, 2007
 amounted to $110.6 million or 33.8% of pre-tax income compared to $86.8
 million or 33.4% of pre-tax income for the three months ended March 31,
 2006.

             RECONCILIATION OF NON-GAAP TO GAAP RESULTS
             ------------------------------------------
 The Corporation has provided non-GAAP (Generally Accepted Accounting
 Principles) operating results for the three months ended March 31, 2007
 and 2006 as a supplement to its GAAP financial results.  The Corporation
 believes that these non-GAAP financial measures are useful because they
 allow investors to assess, on a consistent basis, the Corporation's core
 operating performance, exclusive of items management believes are not
 reflective of the operations of the Corporation.  Management uses such
 non-GAAP financial measures to evaluate financial results and to
 establish operational goals. These non-GAAP financial measures should be
 considered a supplement to, and not as a substitute for, financial
 measures prepared in accordance with GAAP.
<TABLE>
<CAPTION>
                                                       Three Months Ended
                                   -----------------------------------------------------------
                                           March 31, 2007                March 31, 2006
                                   ----------------------------   ----------------------------
                                                         Per                            Per
                                       Amount          Diluted        Amount          Diluted
                                   ($ in millions)      Share     ($ in millions)      Share
                                   ---------------  -----------   ---------------  -----------
<S>                               <C>               <C>          <C>               <C>
Net Income                         $        216.8    $    0.83    $        173.1    $    0.72
Metavante Transaction Costs, net of tax       1.3           -                 -            -
Net Derivative Losses -
  Discontinued Hedges, net of tax              -            -               13.7         0.06
                                    --------------    ---------    --------------    ---------
Net Income as Adjusted             $        218.1    $    0.83    $        186.8    $    0.78
                                    ==============    =========    ==============    =========

Average Shareholders' Equity                                      $        4,814
Cumulative Net Derivative Losses -
  Discontinued Hedges, net of tax                                             19
                                                                   --------------
Adjusted Average Shareholders' Equity                             $        4,833
                                                                   ==============
Based on Net Income as Adjusted:
  Return on Assets                           1.56 %                         1.62 %
  Return on Equity                          14.13                          15.67
</TABLE>

                   LIQUIDITY AND CAPITAL RESOURCES
                   -------------------------------
 Shareholders' equity was $6.35 billion or 11.2% of total consolidated
 assets at March 31, 2007, compared to $6.15 billion or 10.9% of total
 consolidated assets at December 31, 2006, and $4.86 billion or 10.3% of
 total consolidated assets at March 31, 2006.

 During the first quarter of 2007, the Corporation issued 403,508 shares
 of its common stock valued at $19.2 million to fund its 2006 obligations
 under its retirement and employee stock ownership plans.  Also during
 the first quarter of 2007 the Corporation issued 85,777 shares of its
 common stock for $3.4 million to fund its first quarter 2007 obligation
 under its employee stock purchase plan.

                                                              05/09/2007

<PAGE> 30
 At March 31, 2007, the net loss in accumulated other comprehensive
 income amounted to $14.8 million, which represented a positive change in
 accumulated other comprehensive income of $2.8 million since December
 31, 2006.  Net accumulated other comprehensive income associated with
 available for sale investment securities was a net loss of $11.0 million
 at March 31, 2007, compared to a net loss of $22.0 million at December
 31, 2006, resulting in a net gain of $11.0 million over the three month
 period. The net unrealized loss associated with the change in fair value
 of the Corporation's derivative financial instruments designated as cash
 flow hedges was $7.8 million for the three months ended March 31, 2007.
 The change in the postretirement benefit obligation plan funded status
 at March 31, 2007 compared to December 31, 2006, resulted in a net
 unrealized loss of $0.4 million.

 On April 24, 2007, the Corporation announced that its Board of Directors
 increased the quarterly cash dividend on its common stock 14.8%, to
 $0.31 per common share from $0.27 per common share.

 The Corporation has a Stock Repurchase Program under which it may
 repurchase up to 12 million shares of its common stock annually.  There
 were no purchases under the program during the first quarter of 2007.
 During the first quarter of 2006, the Corporation repurchased 1.0
 million shares at an aggregate cost of $41.8 million or an average price
 of $41.79 per common share.

 On April 26, 2007, the Corporation announced that it had repurchased
 3,250,000 shares of its common stock or approximately 1.2 percent of its
 outstanding common stock.  The shares of common stock were purchased
 through an accelerated share repurchase program at $48.03 per common
 share for a total cost of approximately $156.1 million.  Under the
 accelerated share repurchase program agreement, after a period not
 expected to exceed sixty days, the Corporation may receive or be
 required to pay a price adjustment based on an adjusted weighted average
 price as defined in the accelerated share repurchase program agreement.
 Any price adjustment may be settled in cash or shares of common stock at
 the Corporation's option.  After the repurchase approximately 8,750,000
 shares remain available under prior repurchase authorizations by the
 Corporation's Board of Directors.

 On April 1 and April 20, 2007, the Corporation completed the
 acquisitions of United Heritage Bankshares of Florida, Inc. and North
 Star Financial Corporation, respectively.  In conjunction with these
 transactions the Corporation issued 4,852,227 shares of its common stock
 valued at approximately $225.3 million and exchanged vested stock
 options valued at approximately $15.3 million.

 The Corporation continues to have a strong capital base and its
 regulatory capital ratios are significantly above the minimum
 requirements as shown in the following tables.

                        RISK-BASED CAPITAL RATIOS
                        -------------------------
                             ($ in millions)
<TABLE>
<CAPTION>
                                      March 31, 2007                  December 31, 2006
                            ---------------------------------  ---------------------------------
                                  Amount           Ratio             Amount           Ratio
                            ---------------------------------  ---------------------------------
<S>                       <C>                <C>             <C>                <C>
 Tier 1 Capital            $           3,842           7.77 % $           3,873           7.88 %
 Tier 1 Capital
   Minimum Requirement                 1,979           4.00               1,965           4.00
                            -----------------  -------------   -----------------  -------------
 Excess                    $           1,863           3.77 % $           1,908           3.88 %
                            =================  =============   =================  =============

 Total Capital             $           5,440          11.00 % $           5,489          11.17 %
 Total Capital
   Minimum Requirement                 3,957           8.00               3,930           8.00
                            -----------------  -------------   -----------------  -------------

 Excess                    $           1,483           3.00 % $           1,559           3.17 %
                            =================  =============   =================  =============

 Risk-Adjusted Assets      $          49,464                  $          49,128
                            =================                  =================
</TABLE>

                             LEVERAGE RATIOS
                             ---------------
                             ($ in millions)
<TABLE>
<CAPTION>
                                      March 31, 2007                  December 31, 2006
                            ---------------------------------  ---------------------------------
                                  Amount           Ratio             Amount           Ratio
                            ---------------------------------  ---------------------------------
<S>                       <C>                <C>             <C>                <C>
 Tier 1 Capital            $           3,842           7.18 % $           3,873           7.38 %
 Minimum Leverage
   Requirement                 1,605 - 2,674    3.00 - 5.00       1,575 - 2,625    3.00 - 5.00
                            -----------------  -------------   -----------------  -------------
 Excess                    $   2,237 - 1,168    4.18 - 2.18 % $   2,298 - 1,248    4.38 - 2.38 %
                            =================  =============   =================  =============
 Adjusted Average
   Total Assets            $          53,480                  $          52,508
                            =================                  =================
</TABLE>

 M&I manages its liquidity to ensure that funds are available to each of
 its banks to satisfy the cash flow requirements of depositors and
 borrowers and to ensure the Corporation's own cash requirements are met.
 M&I maintains liquidity by obtaining funds from several sources.

                                                              05/09/2007

<PAGE> 31
 The Corporation's most readily available source of liquidity is its
 investment portfolio.  Investment securities available for sale, which
 totaled $7.1 billion at March 31, 2007, represent a highly accessible
 source of liquidity.  The Corporation's portfolio of held-to-maturity
 investment securities, which totaled $0.4 billion at March 31, 2007,
 provides liquidity from maturities and amortization payments.  The
 Corporation's loans held for sale provide additional liquidity. These
 loans represent recently funded loans that are prepared for delivery to
 investors, which are generally sold within thirty to ninety days after
 the loan has been funded.

 Depositors within M&I's defined markets are another source of liquidity.
 Core deposits (demand, savings, money market and consumer time deposits)
 averaged $21.4 billion in the first quarter of 2007.  The Corporation's
 banking affiliates may also access the federal funds markets or utilize
 collateralized borrowings such as treasury demand notes or FHLB
 advances.

 The banking affiliates may use wholesale deposits, which include foreign
 (Eurodollar) deposits.  Wholesale deposits are funds in the form of
 deposits generated through distribution channels other than the
 Corporation's own banking branches.  These deposits allow the
 Corporation's banking subsidiaries to gather funds across a national
 geographic base and at pricing levels considered attractive, where the
 underlying depositor may be retail or institutional.  Access to
 wholesale deposits also provides the Corporation with the flexibility to
 not pursue single service time deposit relationships in markets that
 have experienced some unprofitable pricing levels.  Wholesale deposits
 averaged $6.4 billion in the first quarter of 2007.

 The Corporation utilizes certain financing arrangements to meet its
 balance sheet management, funding, liquidity, and market or credit risk
 management needs.  The majority of these activities are basic term or
 revolving securitization vehicles.  These vehicles are generally funded
 through term-amortizing debt structures or with short-term commercial
 paper designed to be paid off based on the underlying cash flows of the
 assets securitized.  These vehicles provide access to funding sources
 substantially separate from the general credit risk of the Corporation
 and its subsidiaries.  See Note 10 to the Consolidated Financial
 Statements for an update of the Corporation's securitization activities
 in the first quarter of 2007.

 The Corporation's lead bank, M&I Marshall & Ilsley Bank (the "Bank"),
 has implemented a bank note program. During the second quarter of 2006,
 the Bank amended the bank note program into a global bank note program
 which permits it to issue and sell up to a maximum of US$13.0 billion
 aggregate principal amount (or the equivalent thereof in other
 currencies) at any one time outstanding of its senior global bank notes
 with maturities of seven days or more from their respective date of
 issue and subordinated global bank notes with maturities more than five
 years from their respective date of issue.  The notes may be fixed rate
 or floating rate and the exact terms will be specified in the applicable
 Pricing Supplement or the applicable Program Supplement.  This program
 is intended to enhance liquidity by enabling the Bank to sell its debt
 instruments in global markets in the future without the delays which
 would otherwise be incurred. Bank notes outstanding at March 31, 2007
 amounted to $7.9 billion of which $1.3 billion is subordinated and
 qualifies as supplementary capital for regulatory capital purposes.

 The national capital markets represent a further source of liquidity to
 the Corporation.  The Corporation has filed a number of shelf
 registration statements that are intended to permit the Corporation to
 raise funds through sales of corporate debt and/or equity securities
 with a relatively short lead time.

 During the third quarter of 2005, the Corporation amended the shelf
 registration statement originally filed with the Securities and Exchange
 Commission during the third quarter of 2004 to include the equity
 distribution agreement.  The amended shelf registration statement
 enables the Corporation to issue various securities, including debt
 securities, common stock, preferred stock, depositary shares, purchase
 contracts, units, warrants, and trust preferred securities, up to an
 aggregate amount of $3.0 billion.  At March 31, 2007, approximately $1.3
 billion was available for future securities issuances.

 During the fourth quarter of 2004, the Corporation filed a shelf
 registration statement with the Securities and Exchange Commission
 enabling the Corporation to issue up to 6.0 million shares of its common
 stock, which may be offered and issued from time to time in connection
 with acquisitions by M&I, Metavante and/or other consolidated
 subsidiaries of the Corporation.  At March 31, 2007, there were 3.1
 million shares of common stock available for future issuances.

 Under another shelf registration statement, the Corporation may issue up
 to $0.6 billion of medium-term Series F notes with maturities ranging
 from 9 months to 30 years and at fixed or floating rates.  At March 31,
 2007, Series F notes issued amounted to $250.0 million in aggregate
 principal amount.  The Corporation may issue up to $0.5 billion of
 medium-term MiNotes with maturities ranging from 9 months to 30 years
 and at fixed or floating rates.  The MiNotes are issued in smaller
 denominations to attract retail investors.  At March 31, 2007, MiNotes
 issued amounted to $0.2 billion in aggregate principal amount.
 Additionally, the Corporation has a commercial paper program.  At March
 31, 2007, commercial paper outstanding amounted to $0.5 billion in
 aggregate principal amount.

                                                              05/09/2007

<PAGE> 32
 Short-term borrowings represent contractual debt obligations with
 maturities of one year or less and amounted to $3.9 billion at March 31,
 2007.  Long-term borrowings amounted to $12.1 billion at March 31, 2007.
 The scheduled maturities of long-term borrowings including estimated
 interest payments at March 31, 2007 were as follows: $5.3 billion is due
 in less than one year; $3.3 billion is due in one to three years; $3.0
 billion is due in three to five years; and $3.3 billion is due in more
 than five years.  During the first quarter of 2007, the Corporation
 issued shares of its common stock valued at $19.2 million to fund a
 portion of its 2006 obligations under its retirement and employee stock
 ownership plans.  There have been no other substantive changes to the
 Corporation's contractual obligations as reported in the Corporation's
 Annual Report on Form 10-K for the year ended December 31, 2006.


                      OFF-BALANCE SHEET ARRANGEMENTS
                      ------------------------------
 As previously discussed, the Corporation holds all of the common
 interest in M&I Capital Trust A, which issued cumulative preferred
 capital securities which are supported by junior subordinated deferrable
 interest debentures and a full guarantee issued by the Corporation.
 During the first quarter of 2007, the Corporation exercised its call
 option on $200.0 million of 7.65% junior subordinated deferrable
 interest debentures and the related cumulative preferred capital
 securities.

 In conjunction with the 2006 banking acquisitions, the Corporation
 acquired all of the common interests in four trusts that issued
 cumulative preferred capital securities which are supported by junior
 subordinated deferrable interest debentures in the principal amounts of
 $16.0 million, $30.0 million, $38.0 million and $15.0 million,
 respectively and full guarantees assumed by the Corporation.  The
 Corporation does not consolidate these trusts in accordance with United
 States generally accepted accounting principles.  At March 31, 2007,
 there have been no other substantive changes with respect to the
 Corporation's off-balance sheet activities as disclosed in the
 Corporation's Annual Report on Form 10-K for the year ended December 31,
 2006.  See Note 10 to the Consolidated Financial Statements for an
 update of the Corporation's securitization activities in the first
 quarter of 2007.  The Corporation continues to believe that based on the
 off-balance sheet arrangements with which it is presently involved, such
 off-balance sheet arrangements neither have, nor are reasonably likely
 to have, a material impact to its current or future financial condition,
 results of operations, liquidity or capital.

                      CRITICAL ACCOUNTING POLICIES
                      ----------------------------
 The Corporation has established various accounting policies which govern
 the application of accounting principles generally accepted in the
 United States in the preparation of the Corporation's consolidated
 financial statements.  The significant accounting policies of the
 Corporation are described in the footnotes to the consolidated financial
 statements contained in the Corporation's Annual Report on Form 10-K for
 the year ended December 31, 2006, and updated as necessary in its
 Quarterly Reports on Form 10-Q.  Certain accounting policies involve
 significant judgments and assumptions by management that may have a
 material impact on the carrying value of certain assets and liabilities.
 Management considers such accounting policies to be critical accounting
 policies. The judgments and assumptions used by management are based on
 historical experience and other factors, which are believed to be
 reasonable under the circumstances.  Because of the nature of judgments
 and assumptions made by management, actual results could differ from
 these judgments and estimates which could have a material impact on the
 carrying values of assets and liabilities and the results of the
 operations of the Corporation.  Management continues to consider the
 following to be those accounting policies that require significant
 judgments and assumptions:

                  Allowance for Loan and Lease Losses
                  -----------------------------------
 The allowance for loan and lease losses represents management's estimate
 of probable losses inherent in the Corporation's loan and lease
 portfolio.  Management evaluates the allowance each quarter to determine
 that it is adequate to absorb these inherent losses.  This evaluation is
 supported by a methodology that identifies estimated losses based on
 assessments of individual problem loans and historical loss patterns of
 homogeneous loan pools.  In addition, environmental factors, including
 economic conditions and regulatory guidance, unique to each measurement
 date are also considered.  This reserving methodology has the following
 components:

 Specific Reserve.  The Corporation's internal risk rating system is used
 to identify loans and leases that meet the criteria as being "impaired"
 under the definition in SFAS 114. A loan is impaired when, based on
 current information and events, it is probable that a creditor will be
 unable to collect all amounts due according to the contractual terms of
 the loan agreement.  For impaired loans, impairment is measured using
 one of three alternatives: (1) the present value of expected future cash
 flows discounted at the loan's effective interest rate; (2) the loan's
 observable market price, if available; or (3) the fair value of the
 collateral for collateral dependent loans and loans for which
 foreclosure is deemed to be probable.  In general, these loans have been
 internally identified as credits requiring management's attention due to
 underlying problems in the borrower's business or collateral concerns.
 Subject to a minimum size, a quarterly review of these loans is
 performed to identify the specific reserve necessary to be allocated to
 each of these loans.  This analysis considers expected future cash
 flows, the value of collateral and also other factors that may impact
 the borrower's ability to make payments when due.

                                                              05/09/2007

<PAGE> 33
 Collective Loan Impairment.  This component of the allowance for loan
 and lease losses is comprised of two elements. First, the Corporation
 makes a significant number of loans and leases, which due to their
 underlying similar characteristics, are assessed for loss as homogeneous
 pools.  Included in the homogeneous pools are loans and leases from the
 retail sector and commercial loans under a certain size that have been
 excluded from the specific reserve allocation previously discussed.  The
 Corporation segments the pools by type of loan or lease and, using
 historical loss information, estimates a loss reserve for each pool.

 The second element reflects management's recognition of the uncertainty
 and imprecision underlying the process of estimating losses.  The
 internal risk rating system is used to identify those loans within
 certain industry segments that based on financial, payment or collateral
 performance, warrant closer ongoing monitoring by management.  The
 specific loans mentioned earlier are excluded from this analysis.  Based
 on management's judgment, reserve ranges are allocated to industry
 segments due to environmental conditions unique to the measurement
 period. Consideration is given to both internal and external
 environmental factors such as economic conditions in certain geographic
 or industry segments of the portfolio, economic trends, risk profile,
 and portfolio composition. Reserve ranges are then allocated using
 estimates of loss exposure that management has identified based on these
 economic trends or conditions.

 The following factors were taken into consideration in determining the
 adequacy of the allowance for loan and lease losses at March 31, 2007:

  The housing slowdown is impacting the performance of some of the
  Corporation's construction and land development loans. A re-balancing
  of supply and demand within the national housing market has reduced
  both absorption rates and valuations causing stress for some borrowers
  within this loan segment.  These loans are geographically dispersed and
  are in both the Corporation's core and acquired loan portfolios.

  At March 31, 2007, allowances for loan and lease losses continue to be
  carried for exposures to construction and land development loans,
  manufacturing, healthcare, production agriculture (including dairy and
  cropping operations), truck transportation, accommodation, general
  contracting and motor vehicle and parts dealers.  The majority of the
  commercial charge-offs incurred during the past three years were in
  these industry segments. While most loans in these categories are still
  performing, the Corporation continues to believe these sectors present
  a higher than normal risk due to their financial and external
  characteristics. Reduced revenues causing a declining utilization of
  the industry's capacity levels can affect collateral values and the
  amounts realized through sale or liquidation.

  During the first quarter of 2007, the Corporation's commitments to
  Shared National Credits were approximately $3.7 billion with usage
  averaging around 49%. Over time, many of the Corporation's largest
  charge-offs have come from the Shared National Credit portfolio.  At
  March 31, 2007, Shared National Credit nonperforming loans amounted to
  $2.0 million.  The Corporation's exposure to Shared National Credits is
  monitored closely given this lending group's loss experience.

  The Corporation's primary lending areas are Wisconsin, Arizona,
  Minnesota and Missouri.  The vast majority of the assets acquired on
  April 1, 2006 from Gold Banc Corporation, Inc are in entirely new
  markets for the Corporation.  Included in these new markets are the
  Kansas City metropolitan area, Tulsa, Oklahoma, and Tampa, Sarasota and
  Bradenton, Florida. Each of these regions and markets has cultural and
  environmental factors that are unique to them.  At March 31, 2007, the
  level of nonperforming loans for this portfolio segment was higher than
  the Corporation's average level of nonperforming loans.

  At March 31, 2007, nonperforming loans and leases amounted to $351.7
  million or 0.83% of consolidated loans and leases compared to $268.0
  million or 0.64% of consolidated loans and leases at December 31, 2006,
  and $149.1 million or 0.42% of consolidated loans and leases at March
  31, 2006. Nonaccrual loans and leases continue to be the primary source
  of nonperforming loans and leases.

  Net charge-offs amounted to $14.7 million or 0.14% of average loans and
  leases in the first quarter of 2007 compared to $15.0 million or 0.14%
  of average loans and leases in the fourth quarter of 2006 and $6.0
  million or 0.07% of average loans and leases in the first quarter of
  2006.  The ratio of recoveries to charge-offs was 19.8% for the three
  months ended March 31, 2007 as compared with the five year average
  ratio of recoveries to charge-offs of 30.4%.

                                                              05/09/2007

<PAGE> 34
 Based on the above loss estimates, management determined its best
 estimate of the required allowance for loans and leases.  Management's
 evaluation of the factors described above resulted in an allowance for
 loan and lease losses of $423.1 million or 1.00% of loans and leases
 outstanding at March 31, 2007.  The allowance for loan and lease losses
 was $420.6 million or 1.00% of loans and leases outstanding at December
 31, 2006 and $368.8 million or 1.05% of loans and leases outstanding at
 March 31, 2006. Consistent with the credit quality trends noted above,
 the provision for loan and lease losses amounted to $17.1 million for
 the three months ended March 31, 2007. By comparison, the provision for
 loan and lease losses amounted to $11.0 million for the three months
 ended March 31, 2006.  The resulting provisions for loan and lease
 losses are the amounts required to establish the allowance for loan and
 lease losses at the required level after considering charge-offs and
 recoveries.  Management recognizes there are significant estimates in
 the process and the ultimate losses could be significantly different
 from those currently estimated.

 The Corporation has not materially changed any aspect of its overall
 approach in the determination of the allowance for loan and lease
 losses.  There have been no material changes in assumptions or
 estimation techniques as compared to prior periods that impacted the
 determination of the current period allowance.  However, on an on-going
 basis the Corporation continues to refine the methods used in
 determining management's best estimate of the allowance for loan and
 lease losses.

                 Capitalized Software and Conversion Costs
                 -----------------------------------------
 Direct costs associated with the production of computer software that
 will be licensed externally or used in a service bureau environment are
 capitalized.  Capitalization of such costs is subject to strict
 accounting policy criteria, although the appropriate time to initiate
 capitalization requires management judgment.  Once the specific
 capitalized project is put into production, the software cost is
 amortized over its estimated useful life, generally four years.  Each
 quarter, the Corporation performs net realizable value tests to ensure
 the assets are recoverable. Such tests require management judgment as to
 the future sales and profitability of a particular product which
 involves, in some cases, multi-year projections. Technology changes and
 changes in customer requirements can have a significant impact on the
 recoverability of these assets and can be difficult to predict.  Should
 significant adverse changes occur, estimates of useful life may have to
 be revised or write-offs would be required to recognize impairment.  For
 the three months ended March 31, 2007 and 2006, the amount of software
 costs capitalized amounted to $14.0 million and $11.3 million,
 respectively. Amortization expense of software costs amounted to $14.3
 million for the three months ended March 31, 2007 compared to $14.1
 million for the three months ended March 31, 2006.

 Direct costs associated with customer system conversions to the data
 processing operations are capitalized and amortized on a straight-line
 basis over the terms, generally five to seven years, of the related
 servicing contracts.

 Capitalization only occurs when management is satisfied that such costs
 are recoverable through future operations or penalties (buyout fees) in
 case of early termination.  For the three months ended March 31, 2007
 and 2006, the amount of conversion costs capitalized amounted to $2.7
 million and $2.4 million, respectively.  Amortization expense of
 conversion costs amounted to $2.2 million and $2.3 million for the three
 months ended March 31, 2007 and the three months ended March 31, 2006,
 respectively.

 Net unamortized costs were ($ in millions):
<TABLE>
<CAPTION>
                                            March 31,
                                  ---------------------------
                                       2007            2006
                                  -----------     -----------
                 <S>             <C>             <C>
                  Software        $    159.3      $    152.6
                  Conversions           29.4            26.9
                                   ----------      ----------
                  Total           $    188.7      $    179.5
                                   ==========      ==========
</TABLE>

 The Corporation has not substantively changed any aspect of its overall
 approach in the determination of the amount of costs that are
 capitalized for software development or conversion activities. There
 have been no material changes in assumptions or estimation techniques as
 compared to prior periods that impacted the determination of the
 periodic amortization of such costs.

               Financial Asset Sales and Securitizations
               -----------------------------------------
 The Corporation utilizes certain financing arrangements to meet its
 balance sheet management, funding, liquidity, and market or credit risk
 management needs.  The majority of these activities are basic term or
 revolving securitization vehicles. These vehicles are generally funded
 through term-amortizing debt structures or with short term commercial
 paper designed to be paid off based on the underlying cash flows of the
 assets securitized.  These financing entities are contractually limited
 to a narrow range of activities that facilitate the transfer of or
 access to various types of assets or financial instruments.  In certain
 situations, the Corporation provides liquidity and/or loss protection
 agreements.  In determining whether the financing entity should be
 consolidated, the Corporation considers whether the entity is a
 qualifying special-purpose entity ("QSPE") as defined in Statement of
 Financial Accounting Standards ("SFAS") No. 140, Accounting for
 Transfers and Servicing of Financial Assets and Extinguishments of
 Liabilities. For non-consolidation, a QSPE must be demonstrably
 distinct, have significantly limited permitted activities, hold assets
 that are restricted to transferred financial assets and related assets,
 and can sell or dispose of non-cash financial assets only in response to
 specified conditions.

                                                              05/09/2007

<PAGE> 35
 In December 2003, the Corporation adopted Financial Accounting Standards
 Board Interpretation No. 46 ("FIN 46R"), Consolidation of Variable
 Interest Entities (revised December 2003).  This interpretation
 addresses consolidation by business enterprises of variable interest
 entities. Transferors to QSPEs and "grandfathered" QSPEs subject to the
 reporting requirements of SFAS 140 are outside the scope of FIN 46R and
 do not consolidate those entities.  With respect to the Corporation's
 securitization activities, the adoption of FIN 46R did not have an
 impact on its consolidated financial statements because its transfers
 are generally to QSPEs.

 The Corporation sells financial assets in a two-step process that
 results in a surrender of control over the assets as evidenced by
 true-sale opinions from legal counsel, to unconsolidated entities that
 securitize the assets.  The Corporation retains interests in the
 securitized assets in the form of interest-only strips and a cash
 reserve account.  Gain or loss on sale of the assets depends in part on
 the carrying amount assigned to the assets sold allocated between the
 asset sold and retained interests based on their relative fair values at
 the date of transfer.  The value of the retained interests is based on
 the present value of expected cash flows estimated using management's
 best estimates of the key assumptions - credit losses, prepayment
 speeds, forward yield curves and discount rates commensurate with the
 risks involved.  Actual results can differ from expected results.

 The Corporation reviews the carrying values of the retained interests
 monthly to determine if there is a decline in value that is other than
 temporary and periodically reviews the propriety of the assumptions used
 based on current historical experience as well as the sensitivities of
 the carrying value of the retained interests to adverse changes in the
 key assumptions.  The Corporation believes that its estimates result in
 a reasonable carrying value of the retained interests.

 For the three months ended March 31, 2007, net gains with the retained
 interests, held in the form of interest-only strips amounted to $0.1
 million and are included in Net investment securities gains in the
 Consolidated Statements of Income.  During the first quarter of 2007,
 the Corporation determined that there was a decline in the value of the
 retained interests that was other than temporary because actual credit
 losses exceeded expected credit losses.  The realized gains of $0.6
 million were offset by impairment losses of $0.5 million for the three
 months ended March 31, 2007.

 The Corporation regularly sells automobile loans to an unconsolidated
 multi-seller special purpose entity commercial paper conduit in
 securitization transactions in which servicing responsibilities and
 subordinated interests are retained.  The outstanding balances of
 automobile loans sold in these securitization transactions were $936.3
 million at March 31, 2007.  At March 31, 2007, the carrying amount of
 retained interests amounted to $38.5 million.

 The Corporation has interests in an unconsolidated bankruptcy remote
 QSPE whose assets are debt securities that are classified as available
 for sale and are highly rated.  The QSPE's activities are limited to
 issuing highly rated asset-backed commercial paper with maturities up to
 180 days which is used to finance the purchase of the investment
 securities. The Corporation provides liquidity back-up in the form of
 Liquidity Purchase Agreements.  In addition, the Corporation acts as
 counterparty to interest rate swaps that enable the QSPE to hedge its
 interest rate risk. Such swaps are designated as free-standing
 derivative financial instruments in the Corporation's Consolidated
 Balance Sheet.

 At March 31, 2007, highly rated investment securities in the amount of
 $345.8 million were outstanding in the QSPE to support the outstanding
 commercial paper.

                             Income Taxes
                             ------------
 Income taxes are accounted for using the asset and liability method.
 Under this method, deferred tax assets and liabilities are recognized
 for the future tax consequences attributable to differences between the
 financial statement carrying amounts of existing assets and liabilities
 and their respective tax basis.  Deferred tax assets and liabilities are
 measured using enacted tax rates expected to apply to taxable income in
 the years in which those temporary differences are expected to be
 recovered or settled. The effect on tax assets and liabilities of a
 change in tax rates is recognized in the income statement in the period
 that includes the enactment date.

                                                              05/09/2007

<PAGE> 36
 The determination of current and deferred income taxes is based on
 complex analyses of many factors, including interpretation of Federal
 and state income tax laws, the difference between tax and financial
 reporting basis of assets and liabilities (temporary differences),
 estimates of amounts currently due or owed, such as the timing of
 reversals of temporary differences and current accounting standards.
 The Federal and state taxing authorities who make assessments based on
 their determination of tax laws periodically review the Corporation's
 interpretation of Federal and state income tax laws.  Tax liabilities
 could differ significantly from the estimates and interpretations used
 in determining the current and deferred income tax liabilities based on
 the completion of taxing authority examinations.

 Effective January 1, 2007, the Corporation adopted the provisions of
 FASB Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in
 Income Taxes - an interpretation of FASB Statement No. 109, and there
 was no effect on the consolidated financial statements.  FIN 48
 clarifies the accounting for uncertainty in income taxes recognized in
 financial statements in accordance with FASB Statement No. 109,
 Accounting for Income Taxes. FIN 48 prescribes a recognition threshold
 and measurement attribute for the financial statement recognition and
 measurement of a tax position taken or expected to be taken in a tax
 return.  FIN 48 also provides guidance on derecognition, classification,
 interest and penalties, accounting in interim periods, disclosure and
 transition.

 As of the date of adoption the total amount of unrecognized tax benefits
 was $92.1 million, of which $71.8 million related to benefits that, if
 recognized, would impact the annual effective tax rate.  Upon adoption
 of FIN 48, the Corporation changed its policy to include interest and
 penalties related to income tax liabilities in income tax expense. Prior
 to adoption of FIN 48, the Corporation recorded interest and penalties
 related to income tax liabilities to other expense, a component of
 Income Before Income Taxes.  Included in the total liability for
 unrecognized tax benefits as of the date of adoption is $6.8 million of
 interest and no penalties.

 The Corporation, along with its subsidiaries, files income tax returns
 in the U.S. and various state jurisdictions. With limited exceptions,
 the Corporation is no longer subject to examinations by federal and
 state taxing authorities for taxable years before 2003.

 The Corporation anticipates it is reasonably possible within 12 months
 of the adoption date that unrecognized tax benefits could be reduced up
 to approximately $22 million. The reduction would principally result
 from settlements with taxing authorities as it relates to the tax
 benefits associated with a 2002 stock issuance.


                       FORWARD-LOOKING STATEMENTS
                       --------------------------
 Items 2 and 3 of this Form 10-Q, "Management's Discussion and Analysis
 of Financial Condition and Results of Operations" and "Quantitative and
 Qualitative Disclosures about Market Risk," respectively, contain
 forward-looking statements within the meaning of the safe harbor
 provisions of the Private Securities Litigation Reform Act of 1995.
 Such forward-looking statements include, without limitation, statements
 regarding expected financial and operating activities and results which
 are preceded by words such as "expects", "anticipates" or "believes".
 Such statements are subject to important factors that could cause the
 Corporation's actual results to differ materially from those anticipated
 by the forward-looking statements.  These factors include those
 referenced in Item 1A, Risk Factors, of the Corporation's Annual Report
 on Form 10-K for the year ended December 31, 2006 and under the heading
 "Forward-Looking Statements," and as may be described from time to time
 in the Corporation's subsequent SEC filings, and such factors are
 incorporated herein by reference.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 The following updated information should be read in conjunction with the
 Corporation's Annual Report on Form 10-K for the year ended December 31,
 2006.  Updated information regarding the Corporation's use of derivative
 financial instruments is contained in Note 14, Notes to Financial
 Statements contained in Item 1 herein.

 Market risk arises from exposure to changes in interest rates, exchange
 rates, commodity prices, and other relevant market rate or price risk.
 The Corporation faces market risk through trading and other than trading
 activities.  While market risk that arises from trading activities in
 the form of foreign exchange and interest rate risk is immaterial to the
 Corporation, market risk from other than trading activities in the form
 of interest rate risk is measured and managed through a number of
 methods.

                           Interest Rate Risk
                           ------------------
 The Corporation uses financial modeling techniques to identify potential
 changes in income under a variety of possible interest rate scenarios.
 Financial institutions, by their nature, bear interest rate and
 liquidity risk as a necessary part of the business of managing financial
 assets and liabilities.  The Corporation has designed strategies to
 limit these risks within prudent parameters and identify appropriate
 risk / reward tradeoffs in the financial structure of the balance sheet.

                                                              05/09/2007

<PAGE> 37
 The financial models identify the specific cash flows, repricing timing
 and embedded option characteristics of the assets and liabilities held
 by the Corporation.  Policies are in place to assure that neither
 earnings nor fair value at risk exceed appropriate limits.  The use of a
 limited array of derivative financial instruments has allowed the
 Corporation to achieve the desired balance sheet repricing structure
 while simultaneously meeting the desired objectives of both its
 borrowing and depositing customers.

 The models used include measures of the expected repricing
 characteristics of administered rate (NOW, savings and money market
 accounts) and non-rate related products (demand deposit accounts, other
 assets and other liabilities).  These measures recognize the relative
 insensitivity of these accounts to changes in market interest rates, as
 demonstrated through current and historical experiences.  In addition to
 contractual payment information for most other assets and liabilities,
 the models also include estimates of expected prepayment characteristics
 for those items that are likely to materially change their payment
 structures in different rate environments, including residential
 mortgage products, certain commercial and commercial real estate loans
 and certain mortgage-related securities. Estimates for these
 sensitivities are based on industry assessments and are substantially
 driven by the differential between the contractual coupon of the item
 and current market rates for similar products.

 This information is incorporated into a model that allows the projection
 of future income levels in several different interest rate environments.
 Earnings at risk are calculated by modeling income in an environment
 where rates remain constant, and comparing this result to income in a
 different rate environment, and then dividing this difference by the
 Corporation's budgeted operating income before taxes for the calendar
 year.  Since future interest rate moves are difficult to predict, the
 following table presents two potential scenarios - a gradual increase of
 100bp across the entire yield curve over the course of the year (+25bp
 per quarter), and a gradual decrease of 100bp across the entire yield
 curve over the course of the year (-25bp per quarter) for the balance
 sheet as of the indicated dates:
<TABLE>
<CAPTION>
                                         Impact to Annual Pretax Income as of
                    ----------------------------------------------------------------------------------
                                                                             As Historically Reported
                                                 Pro Forma                  --------------------------
                      March 31,    December 31, September 30, September 30,    June 30,     March 31,
                        2007           2006         2006          2006           2006         2006
                    ------------- ------------- ------------- ------------- ------------- ------------
<S>                 <C>           <C>           <C>           <C>           <C>           <C>
Hypothetical Change in Interest Rate
------------------------------------
 100 basis point gradual:
   Rise in rates            0.0 %         0.5 %         0.7 %       (3.2) %       (0.3) %      (0.2) %

   Decline in rates        (0.2) %       (0.6) %       (0.8) %       2.2 %         0.3 %        0.1 %
</TABLE>

 The results as of September 30, 2006 reflect the effect of
 mark-to-market accounting (versus hedge accounting) for certain interest
 rate swaps that the Corporation determined did not qualify for hedge
 accounting as previously discussed.  The interest rate swaps were
 designed to hedge the change in fair value or cash flows of the
 underlying assets or liabilities and have performed effectively as
 economic hedges. Prior period results as shown and previously reported,
 were based on the assumption that the affected interest rate swaps
 qualified for hedge accounting.  The Corporation terminated the affected
 interest rate swaps early in the fourth quarter of 2006 in order to
 eliminate the earnings volatility associated with fluctuations in
 valuations under mark-to-market accounting. The pro forma results as of
 September 30, 2006, assumes that the affected interest rate swaps were
 terminated on September 30, 2006.

 These results are based solely on the modeled parallel changes in market
 rates, and do not reflect the earnings sensitivity that may arise from
 other factors such as changes in the shape of the yield curve and
 changes in spread between key market rates.  These results also do not
 include any management action to mitigate potential income variances
 within the simulation process.  Such action could potentially include,
 but would not be limited to, adjustments to the repricing
 characteristics of any on- or off-balance sheet item with regard to
 short-term rate projections and current market value assessments.

 Actual results will differ from simulated results due to the timing,
 magnitude, and frequency of interest rate changes as well as changes in
 market conditions and management strategies.

 Another component of interest rate risk is measuring the fair value at
 risk for a given change in market interest rates. The Corporation also
 uses computer modeling techniques to determine the present value of all
 asset and liability cash flows (both on- and off-balance sheet),
 adjusted for prepayment expectations, using a market discount rate. The
 net change in the present value of the asset and liability cash flows in
 different market rate environments is the amount of fair value at risk
 from those rate movements.  As of March 31, 2007, the fair value of
 equity at risk for a gradual 100bp shift in rates changed less than
 2.0%.

                                                              05/09/2007

<PAGE> 38
                               Equity Risk
                               -----------
 In addition to interest rate risk, the Corporation incurs market risk in
 the form of equity risk. The Corporation invests directly and indirectly
 through investment funds, in private medium-sized companies to help
 establish new businesses or recapitalize existing ones.  These
 investments expose the Corporation to the change in equity values for
 the portfolio companies.  However, fair values are difficult to
 determine until an actual sale or liquidation transaction actually
 occurs.  At March 31, 2007, the carrying value of total active capital
 markets investments amounted to approximately $49.4 million.

 As of March 31, 2007, M&I Wealth Management administered $97.4 billion
 in assets and directly managed a portfolio of $22.9 billion. The
 Corporation is exposed to changes in equity values due to the fact that
 fee income is partially based on equity balances. Quantification of this
 exposure is difficult due to the number of other variables affecting fee
 income.  Interest rate changes can also have an effect on fee income for
 the above stated reasons.


ITEM 4.  CONTROLS AND PROCEDURES

 Marshall & Ilsley Corporation maintains a set of disclosure controls and
 procedures that are designed to ensure that information required to be
 disclosed by it in the reports filed by it under the Securities Exchange
 Act of 1934, as amended, are recorded, processed, summarized and
 reported within the time periods specified in the SEC's rules and forms,
 and to ensure that information required to be disclosed by the
 Corporation in such reports is accumulated and communicated to the
 Corporation's Chief Executive Officer and Chief Financial Officer, as
 appropriate, to allow timely decisions regarding required disclosure.
 The Corporation carried out an evaluation, under the supervision and
 with the participation of its management, including its President and
 Chief Executive Officer and its Senior Vice President and Chief
 Financial Officer, of the effectiveness of the design and operation of
 its disclosure controls and procedures pursuant to Rule 13a-15 of the
 Exchange Act.  Based on that evaluation, the President and Chief
 Executive Officer and the Senior Vice President and Chief Financial
 Officer conclude that the Corporation's disclosure controls and
 procedures are effective as of the end of the period covered by this
 report for the purposes for which they are designed.

 There have been no changes in the Corporation's internal control over
 financial reporting identified in connection with the evaluation
 discussed above that occurred during the Corporation's last fiscal
 quarter that have materially affected, or are reasonably likely to
 materially affect the Corporation's internal control over financial
 reporting.

                                                              05/09/2007

<PAGE> 39
                        PART II - OTHER INFORMATION

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table reflects the purchases of Marshall & Ilsley
Corporation stock for the specified period:
<TABLE>
<CAPTION>
                                                 Total Number of    Maximum Number
                                                Shares Purchased    of Shares that
                                                    as Part of        May Yet Be
                     Total Number    Average       of Publicly     Purchased Under
                      of Shares    Price Paid    Announced Plans      the Plans
      Period         Purchased(1)   per Share      or Programs       or Programs
 -----------------  -------------  ----------- ------------------ -----------------
<S>                 <C>            <C>         <C>                <C>
   January 1 to
 January 31, 2007          5,163    $  46.28                --          12,000,000

   February 1 to
 February 28, 2007        47,255       48.98                --          12,000,000

    March 1 to
  March 31, 2007           2,546       47.29                --          12,000,000

                     ------------   ----------   ----------------
       Total              54,964    $  48.65                --
                     ============   ==========   ================
</TABLE>

 (1)  Includes shares purchased by rabbi trusts pursuant to nonqualified
      deferred compensation plans.

 The Corporation's Share Repurchase Program was publicly reconfirmed in
 April 2006 and again in April 2007.  The Share Repurchase Program
 authorizes the purchase of up to 12 million shares annually and renews
 each year at that level unless changed or terminated by subsequent Board
 action.

 On February 1, 2007, the Corporation issued 1,246,105 shares of its
 common stock to HPT, Inc. ("HPT") in exchange for the same number of
 shares of its common stock owned by HPT (the "Exchange") pursuant to an
 Exchange Agreement by and among the Corporation, HPT and the Henry
 Predolin Revocable Trust (the "Stockholder"), the sole stockholder of
 HPT.  As a condition precedent to the Exchange, the Stockholder and
 Marshall & Ilsley Trust Company N.A. ("M&I Trust") entered into an
 investment agreement relating to the terms and conditions of an
 engagement of M&I Trust to provide the Stockholder and the Henry J.
 Predolin Foundation, Inc. with investment advisory services.  With
 respect to the issuance of its common stock pursuant to the Exchange,
 the Corporation relied on the exemption provided by Section 4(2) of the
 Securities Act of 1933, as amended, relating to transactions by an
 issuer not involving any public offering.


ITEM 5.  OTHER INFORMATION

 The Compensation and Human Resources Committee (the "Committee") of the
 Corporation's Board of Directors approved, subject to approval by the
 Corporation's shareholders, the amended and restated Marshall & Ilsley
 Corporation Annual Incentive Compensation Plan (the "Plan") as of
 February 15, 2007 and for subsequent years until terminated by the
 Committee.  At the Corporation's Annual Meeting of Shareholders held on
 April 24, 2007, the Corporation's shareholders approved the Plan. The
 description of the material terms of the Plan and the complete text of
 the Plan, which were set forth in the Proxy Statement on Schedule 14A
 for the Corporation's 2007 Annual Meeting, are incorporated herein by
 reference.

                                                              05/09/2007

<PAGE> 40
ITEM 6.   EXHIBITS

      Exhibit 2(a) -  Investment Agreement, dated as of April 3, 2007,
                      among Marshall & Ilsley Corporation, Metavante
                      Holding Company, Metavante Corporation, Montana
                      Merger Sub Inc. and WPM, L.P., incorporated by
                      reference to the Corporation's Current Report
                      on Form 8-K filed April 9, 2007.

      Exhibit 2(b) -  Separation Agreement, dated as of April 3, 2007,
                      among Marshall & Ilsley Corporation,  Metavante
                      Holding Company, Metavante Corporation and
                      New Marshall & Ilsley Corporation, incorporated
                      by reference to the Corporation's Current Report
                      on Form 8-K filed April 9, 2007.

      Exhibit 10(a) - Tax Allocation Agreement, dated as of April 3,
                      2007, among Marshall & Ilsley Corporation,
                      Metavante Holding Company, Metavante Corporation
                      and New Marshall & Ilsley Corporation,incorporated
                      by reference to the Corporation's Current Report
                      on Form 8-K filed April 9, 2007.

      Exhibit 10(b) - Employee Matters Agreement, dated as of April 3,
                      2007, among Marshall & Ilsley Corporation,
                      Metavante Holding Company, Metavante Corporation
                      and New Marshall & Ilsley Corporation,incorporated
                      by reference to the Corporation's Current Report
                      on Form 8-K filed April 9, 2007.

      Exhibit 10(c) - Form of Shareholders Agreement, incorporated by
                      reference to the Corporation's Current Report
                      on Form 8-K filed April 9, 2007.

      Exhibit 10(d) - Form of Stock Purchase Right Agreement,
                      incorporated by reference to the Corporation's
                      Current Report on Form 8-K filed April 9, 2007.

       Exhibit 11  -  Statement Regarding Computation of Earnings
                      Per Share, Incorporated by Reference to NOTE 6
                      of Notes to Financial Statements contained in
                      Item 1 - Financial Statements (unaudited) of
                      Part I - Financial Information herein.

       Exhibit 12  -  Statement Regarding Computation of Ratio of
                      Earnings to Fixed Charges

      Exhibit 31(a) - Certification of Chief Executive Officer
                      pursuant to Rule 13a-14(a) under the Securities
                      Exchange Act of 1934, as amended.

      Exhibit 31(b) - Certification of Chief Financial Officer
                      pursuant to Rule 13a-14(a) under the Securities
                      Exchange Act of 1934, as amended.

      Exhibit 32(a) - Certification of Chief Executive Officer
                      pursuant to 18 U.S.C. Section 1350.

      Exhibit 32(b) - Certification of Chief Financial Officer
                      pursuant to 18 U.S.C. Section 1350.

                                                              05/09/2007

<PAGE> 41
                               SIGNATURES
                               ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  MARSHALL & ILSLEY CORPORATION
                                  (Registrant)


                                  /s/  Patricia R. Justiliano
                                  __________________________________

                                  Patricia R. Justiliano
                                  Senior Vice President and
                                    Corporate Controller
                                  (Chief Accounting Officer)


                                  /s/  James E. Sandy
                                  __________________________________

                                  James E. Sandy
                                  Vice President




May 10, 2007

<PAGE> 42
                               EXHIBIT INDEX
                               -------------

     Exhibit Number                Description of Exhibit
     ______________     ____________________________________________

         (2)(a)         Investment Agreement, dated as of April 3, 2007,
                        among Marshall & Ilsley Corporation,  Metavante
                        Holding Company, Metavante Corporation, Montana
                        Merger Sub Inc. and WPM, L.P., incorporated by
                        reference to the Corporation's Current Report
                        on Form 8-K filed April 9, 2007.

         (2)(b)         Separation Agreement, dated as of April 3, 2007,
                        among Marshall & Ilsley Corporation,  Metavante
                        Holding Company, Metavante Corporation and
                        New Marshall & Ilsley Corporation, incorporated
                        by reference to the Corporation's Current Report
                        on Form 8-K filed April 9, 2007.

        (10)(a)         Tax Allocation Agreement, dated as of April 3,
                        2007, among Marshall & Ilsley Corporation,
                        Metavante Holding Company, Metavante Corporation
                        and New Marshall & Ilsley Corporation,
                        incorporated by reference to the Corporation's
                        Current Report on Form 8-K filed April 9, 2007.

        (10)(b)         Employee Matters Agreement, dated as of
                        April 3, 2007, among Marshall & Ilsley
                        Corporation,  Metavante Holding Company,
                        Metavante Corporation and New Marshall &
                        Ilsley Corporation,  incorporated by reference
                        to the Corporation's Current Report on Form 8-K
                        filed April 9, 2007.

        (10)(c)         Form of Shareholders Agreement, incorporated
                        by reference to the Corporation's Current
                        Report on Form 8-K filed April 9, 2007.

        (10)(d)         Form of Stock Purchase Right Agreement,
                        incorporated by reference to the Corporation's
                        Current Report on Form 8-K filed April 9, 2007.

          (11)          Statement Regarding Computation of Earnings
                        Per Share, Incorporated by Reference to
                        NOTE 6 of Notes to Financial Statements
                        contained in Item 1 - Financial Statements
                        (unaudited) of Part I - Financial Information
                        herein.

          (12)          Statement Regarding Computation of Ratio
                        of Earnings to Fixed Charges.

        (31)(a)         Certification of Chief Executive Officer
                        pursuant to Rule 13a-14(a) under the
                        Securities Exchange Act of 1934, as amended.

        (31)(b)         Certification of Chief Financial Officer
                        pursuant to Rule 13a-14(a) under the
                        Securities Exchange Act of 1934, as amended.

        (32)(a)         Certification of Chief Executive Officer
                        pursuant to 18 U.S.C. Section 1350.

        (32)(b)         Certification of Chief Financial Officer
                        pursuant to 18 U.S.C. Section 1350.

                                                              05/09/2007