Form of Restricted Stock Agreement



 Exhibit (10)(ss) 
 RESTRICTED STOCK AGREEMENT 
 This Agreement is made
and entered into as of the 18th day of August, 2009 by and between MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (the “Company”), and «Name» (the “Employee”). All terms used
herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2009 Equity Incentive Plan (the “Plan”). 
 RECITALS: 
 The Compensation and Human Resources Committee of the Board of
Directors of the Company (the “Committee”) desires to induce the Employee to provide services to the Company, to provide Employee with a stronger incentive to strive for the continued success and growth of the Company and to further align
his interests with those of the Company’s shareholders. 
 The Committee has determined to award to the Employee
«Amt_Long» («M__Shs») shares of the Common Stock of the Company having a par value of $1.00 per share, subject to the restrictions contained herein, ( the “Restricted Shares”) pursuant to the Plan.

 The US Treasury has purchased preferred stock from the Company (a “TARP Recipient”) pursuant to the Capital
Purchase Program, a part of the Troubled Asset Relief Program. 
 The Restricted Shares are designed to meet the definition of
“long-term restricted stock” in the Interim Final Rule (31 CFR Part 30) which governs and limits executive compensation paid to certain highly-compensated employees by TARP Recipients (the “Interim Final Rule”). 
 NOW, THEREFORE, in consideration of the benefits that the Company expects to be derived in connection with the services to be hereafter
rendered to it or its subsidiaries by the Employee, the Company and the Employee hereby agree as follows: 
 ARTICLE I

 Restricted Shares 
 1.1. Vesting of the Restricted Shares. Except as provided in the following sentence, all of the Restricted Shares shall vest on August 18, 2012, the third anniversary of this Agreement,
provided that the Employee is still in the employ of the Company. Notwithstanding the foregoing, the Restricted Shares shall continue to vest upon the disability of the Employee within the meaning of the Company’s long-term disability plan and
shall immediately vest upon the Employee’s death or a Change in Control of the Company. Any Restricted Shares which do not vest shall revert to the Company. The period during which the Restricted Shares are unvested is referred to herein as the
Restricted Period. 







 1.2. Shareholder Status. Prior to the vesting of the Restricted Shares, Employee
shall have the right to vote the Restricted Shares, the right to receive and retain all regular cash dividends paid or distributed in respect of the Restricted Shares, and except as expressly provided otherwise herein, all other rights as a holder
of outstanding shares of Common Stock. Notwithstanding the foregoing, the Employee shall not have the right to vote or to receive dividends with respect to the Restricted Shares with respect to record dates occurring after any of the Restricted
Shares revert to the Company pursuant to Section 1.1 hereof. Until the Restricted Shares vest pursuant to Section 1.1 hereof, the Company shall retain custody of the stock certificates representing the Restricted Shares. As soon as
practicable after the lapse of the restrictions, the Company shall issue or release or cause to be issued or released certificate(s) representing the shares. 
 1.3. Prohibition Against Transfer. During the Restricted Period, the Restricted Shares may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) by the Employee, or be subject to execution, attachment or similar process. Any transfer in violation of this Section 1.3 shall be void and of no further effect. Notwithstanding the foregoing, the transferability of the Restricted
Shares will be further limited after the Restricted Period in accordance with the following schedule for so long as the U.S. Treasury continues to hold all or any portion of the preferred stock of the Company purchased under the Capital Purchase
Program (except transfers are allowed (a) as necessary to reflect a merger or acquisition of the Company or (b) as may reasonably be required to pay federal, state, local or foreign taxes that result from the vesting of the Restricted
Shares, which transferred shares shall not be counted toward the percentages in the following schedule): 
  

			
	 Total Percentage of Preferred Stock Redeemed
 From U.S. Treasury
	  	Total Percentage of Restricted Stock
Transferrable After Vesting
	 25%
	  	25%
	 50%
	  	50%
	 75%
	  	75%
	 100%
	  	100%

 ARTICLE II 

Miscellaneous 
 2.1. Provisions of the Plan Control. This Agreement shall be governed by the provisions of the Plan, the terms and conditions of which are incorporated herein by reference. The Plan empowers the Committee to make interpretations,
rules and regulations thereunder, and, in general, provides that determinations of such Committee with respect to the Plan shall be binding upon the Employee. A copy of the Plan will be delivered to the Employee upon reasonable request. 







 2.2. Taxes. The Company may require payment of or withhold any income or employment
tax which it believes is payable as a result of the grant or vesting of the Restricted Shares or any payments thereon or in connection therewith, and the Company may defer making delivery with respect to the shares until arrangements satisfactory to
the Company have been made with regard to any such withholding obligation. 
 2.3. No Employment Rights. The award of the
Restricted Shares pursuant to this Agreement shall not give the Employee any right to remain employed by the Company or any affiliate thereof. 
 2.4. Notices. Any notice to be given to the Company under the terms of this Agreement shall be given in writing to the Company in care of its Secretary at 770 N. Water Street, Milwaukee, Wisconsin
53202. Any notice to be given to the Employee may be addressed to him at his address as it appears on the payroll records of the Company or any subsidiary thereof. Any such notice shall be deemed to have been duly given if and when actually received
by the party to whom it is addressed, as evidenced by a written receipt to that effect. 
 2.5. Governing Law. This
Agreement and all questions arising hereunder or in connection herewith shall be determined in accordance with the laws of the State of Wisconsin without giving effect to its conflicts of law provisions. 
 2.6 Compliance with Executive Compensation Restrictions for TARP Recipients. Various statutes, regulations and other guidance,
including the Emergency Economic Stabilization Act of 2008 (“EESA”), the American Recovery and Reinvestment Act of 2009 (“ARRA”) and the Interim Final Rule, have imposed restrictions on executive compensation paid to certain
highly-compensated employees of TARP Recipients, including the Company, and additional legislation, regulations and other guidance may be enacted or promulgated (jointly, the “Executive Compensation Restrictions”). In consideration for the
award of the Restricted Shares, the Employee agrees that the Company may unilaterally modify this Agreement, including cancelling it, if required for the Company to comply with the Executive Compensation Restrictions, whether currently existing, or
hereafter enacted or promulgated, to the extent they affect this Agreement. The Employee acknowledges that this Agreement may have to be modified or cancelled to comply with the Executive Compensation Restrictions, while other Restricted Stock
Agreements entered into contemporaneously herewith may not have to be modified or cancelled. 







 IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the date
first written above. 
  

			
	MARSHALL & ILSLEY CORPORATION
		
	By:	 	
		 	Mark F. Furlong, President & CEO
	
	 
	«Name»