MARSHALL & ILSLEY CORPORATION
                CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited)
                                    ($000's)

                                                               Three Months Ended March 31,
                                                                  2009                2008
Assets
Cash and due from banks                                      $       803,166      $    952,967
Trading assets                                                       584,985           178,308
Short-term investments                                               570,380           332,197
Investment securities:
Taxable                                                            6,607,387         6,668,786
Tax-exempt                                                         1,081,673         1,242,520
Total investment securities                                        7,689,060         7,911,306
Loans and leases:
Loans and leases, net of unearned income                          49,815,699        48,609,992
Allowance for loan and lease losses                               (1,245,441 )        (557,477 )
Net loans and leases                                              48,570,258        48,052,515
Premises and equipment, net                                          569,270           509,260
Accrued interest and other assets                                  3,650,360         4,416,056
Total Assets                                                 $    62,437,479      $ 62,352,609

Liabilities and Equity
Deposits:
Noninterest bearing                                                6,481,719         5,628,370
Interest bearing                                                  33,185,443        32,099,428
Total deposits                                                    39,667,162        37,727,798
Federal funds purchased and security repurchase agreements         1,950,080         3,557,653
Other short-term borrowings                                        3,774,011         2,857,920
Long-term borrowings                                               9,570,721        10,020,481
Accrued expenses and other liabilties                              1,122,499         1,151,385
Total Liabilities                                                 56,084,473        55,315,237
Equity
Marshall & Ilsley Corporation Shareholders' Equity                 6,342,617         7,027,463
Noncontrolling interest in subsidiaries                               10,389             9,909
Total Equity                                                       6,353,006         7,037,372
Total Liabilities and Equity                                 $    62,437,479      $ 62,352,609

For the three months ended March 31, 2009, the net loss attributable to the Corporation's common shareholders amounted to $116.9 million or $0.44 per diluted common share compared to net income attributable to the Corporation's common shareholders of $146.2 million or $0.56 per diluted common share for the three months ended March 31, 2008.

The net loss attributable to the Corporation's common shareholders for the three months ended March 31, 2009 includes $25.0 million or $0.09 per diluted common share for dividends on the Series B preferred stock issued to the U.S. Treasury in the fourth quarter of 2008 under the Capital Purchase Program. The remaining decrease in income attributable to the Corporation's common shareholders in the first quarter of 2009 compared to the first quarter of 2008 was primarily due to the increase in the provision for loan and lease losses and the continued elevated levels of operating costs associated with collection efforts and carrying nonperforming assets.

The recessionary economy, which includes rising unemployment, and the weak national real estate markets continued to adversely affect the Corporation's loan and lease portfolio during the first quarter of 2009. Since December 31, 2008, nonperforming loans increased $724.8 million or 40.0% and amounted to $2,536.6 million at March 31, 2009. Approximately $175.6 million of the increase is related to troubled debt restructurings which the Corporation refers to as renegotiated loans and reflects, in part, the impact of the Corporation's Homeowner Assistance Program. In addition, the amount of impairment during the first quarter of 2009 remained elevated due to the continued depressed state of underlying real estate collateral values. As a result, net charge-offs and the provision for loan and lease losses were significantly higher in the first quarter of 2009 when compared to the first quarter of 2008. For the three months ended March 31, 2009, the provision for loan and lease losses amounted to $477.9 million compared to $146.3 million for the three months ended March 31, 2008, an increase of $331.6 million. On an after-tax basis, this increase amounted to approximately $212.1 million or $0.80 per diluted common share.

The Corporation continued to experience elevated levels of expenses due to the increase in operating costs associated with collection efforts and carrying nonperforming assets. The estimated increase in expense associated with collection efforts and carrying nonperforming assets, net of related revenue, amounted to $20.7 million for the first quarter of 2009 compared to the first quarter of 2008, which on an after-tax basis was approximately $13.2 million or $0.04 per diluted common share.

Despite average loan and deposit growth, declining asset yields and the inability to continue to lower deposit pricing in the low interest rate environment, together with the increase in nonperforming loans, resulted in lower net interest income in the first quarter of 2009 compared to the first quarter of 2008. Equity market volatility persisted during the first quarter of 2009. That volatility along with downward pressure in the equity markets resulted in lower wealth management revenue in the first quarter of 2009 compared to the first quarter of 2008. An increase in mortgage loan closings, primarily due to re-financings, and sales of those loans to the secondary market resulted in mortgage banking revenue growth in the first quarter of 2009 compared to the first quarter of 2008. Operating expenses, excluding the expenses associated with collection efforts and carrying nonperforming assets and the reversal of the Visa Inc. ("Visa") litigation accrual in the first quarter of 2008, declined 1.6% in the first quarter of 2009 compared to the first quarter of 2008 despite the increase in Federal Deposit Insurance Corporation ("FDIC") insurance premiums on deposits. That decline reflects lower incentive compensation and the impact of the expense reduction initiatives announced in the Corporation's fourth quarter of 2008 earnings release. As a result of recently enacted legislation that requires combined reporting for Wisconsin state income tax purposes, the Corporation recorded an additional income tax benefit of $51.0 million or $0.19 per diluted common share to recognize certain state deferred tax assets in the first quarter of 2009.

The allowance for loans and leases amounted to $1,352.1 million or 2.75% of total loans and leases outstanding at March 31 2009 compared to $543.5 million and 1.10% at March 31, 2008. Net charge-offs amounted to $328.0 million or 2.67% of average loans and leases for the three months ended March 31, 2009 compared to $131.1 million or 1.08% of average loans and leases for the three months ended March 31, 2008.

At March 31, 2009, the Corporation's Tier 1 regulatory capital ratio was 9.17% or $1,764 million in excess of well capitalized under the Federal Reserve Board's regulatory framework. To be well capitalized under the regulatory framework, the Tier 1 capital ratio must meet or exceed 6%.

With regard to the outlook for the remainder of 2009, the low interest rate environment together with the numerous other factors that impact net interest income and the net interest margin have made it very difficult to project the net interest margin with a reasonable degree of certainty. However, management expects net interest margin compression is more likely than net interest margin expansion in the near term. Commercial and industrial loans contracted slightly in the first quarter of 2009 compared to the fourth quarter of 2008. Commercial and industrial loan growth is expected to be in the low single-digits in 2009 compared to 2008. Construction and development loans are expected to continue to contract as the Corporation reduces its concentration in these types of loans to its corporate goal of 10% of total loans and leases. At March 31, 2009, construction and development loans were 16.8% of total loans and leases outstanding which is down from the peak at September 30, 2007, when construction and development loans were 22.6% of total loans and leases outstanding. Commercial real estate loan growth in 2009 compared to 2008 is expected to be relatively modest. Wealth management revenue will continue to be affected by market volatility and direction.

Management expects the prevailing economic and difficult real estate market conditions will last through 2009 and likely into 2010 in some of the Corporation's markets. A weak and unstable economy and rising unemployment has resulted in increased stress in consumer loans, particularly consumer mortgage and home equity loans and lines of credit. The Corporation expects nonperforming asset levels will remain elevated. Nonperforming loans are expected to increase over the next few quarters reflecting the broader economic stress.

Management expects the provision for loan and lease losses will continue to be at elevated levels due to the recessionary economy and weak national real estate markets. The credit environment and underlying collateral values continue to be rapidly changing and as a result, there are numerous unknown factors at this time that will ultimately affect the timing and amount of nonperforming assets, net charge-offs and the provision for loan and lease losses that will be recognized in the remainder of 2009. In addition, the timing and amount of charge-offs will continue to be influenced by the Corporation's strategies for managing its nonperforming loans and leases. If the economy and real estate markets deteriorate more than management currently expects, the Corporation will continue to experience increased levels of nonperforming assets, increased net charge-offs, a higher provision for loan and lease losses, lower net interest income and increased operating costs due to the expense associated with collection efforts and the operating expense of carrying nonperforming assets.

The Corporation's actual results for the remainder of 2009 could differ materially from those expected by management. See "Forward-Looking Statements" in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 for a discussion of the various risk factors that could cause actual results to differ materially from expected results.

Some of the other more noteworthy transactions and events that occurred in the three months ended March 31, 2009 and 2008 consisted of the following:

First quarter 2009

The State of Wisconsin recently enacted legislation that requires combined reporting for state income tax purposes. As a result, the Corporation recorded an additional income tax benefit of $51.0 million, or $0.19 per diluted common share to recognize certain state deferred tax assets, which included the reduction of a valuation allowance for Wisconsin net operating losses. The Corporation expects that income tax expense will increase in future periods due to the enacted legislation.

First quarter 2008

On January 2, 2008, the Corporation completed its acquisition of First Indiana Corporation ("First Indiana").

During the first quarter of 2008, the Corporation recognized income of $39.1 million due to the completion of the initial public offering ("IPO") by Visa. As a result of the IPO, Visa redeemed 38.7% of the Class B Visa common stock owned by the Corporation. The gain from the redemption amounted to $26.9 million and is reported in Net investment securities gains in the Consolidated Statements of Income. In addition, Visa established an escrow for certain litigation matters from the proceeds of the IPO. As a result of the funded escrow, the Corporation reversed $12.2 million of the litigation accruals that were originally recorded due to the Corporation's membership interests in Visa which is reported in Other expense in the Consolidated Statements of Income. On an after-tax basis, these two Visa-related items increased net income by approximately $25.4 million or $0.10 per diluted common share.

During the first quarter of 2008, the Corporation recognized an additional income tax benefit of approximately $20.0 million, or $0.08 per diluted common share, related to how the TEFRA (interest expense) disallowance should be calculated within a consolidated group.

Net interest income is the difference between interest income on earning assets and interest expense on interest bearing liabilities.

Net interest income for the first quarter of 2009 amounted to $401.7 million compared to $430.4 million reported for the first quarter of 2008, a decrease of $28.7 million or 6.7%. During the past year, net interest income has been under pressure as the fall of interest rates has caused interest rates on earning assets to decline more rapidly than the rates paid for interest bearing liabilities. The Corporation's inability to continue to lower deposit pricing in the low interest rate environment due to competition for deposits and a shift in deposit mix to higher cost deposits has contributed to lower net interest income. In addition, net interest income has been compressed as a result of the higher levels of nonperforming assets.

Average earning assets increased $1.6 billion or 2.9% in the first quarter of 2009 compared to the first quarter of 2008. Average loans and leases accounted for $1.2 billion of the growth in average earning assets in the three months ended March 31, 2009 compared to the three months ended March 31, 2008. Average investment securities, short-term investments and trading assets increased approximately $0.4 billion in the first quarter of 2009 over the prior year first quarter.

Average interest bearing liabilities were relatively unchanged in the first quarter of 2009 compared to the first quarter of 2008, and amounted to $48.5 billion. Average interest bearing deposits increased $1.1 billion or 3.4% in the first quarter of 2009 compared to the first quarter of 2008. Average total borrowings decreased $1.1 billion or 6.9% in the first quarter of 2009 compared to the same period in 2008.

Average noninterest bearing deposits increased approximately $0.8 billion or 15.2% in the three months ended March 31, 2009 compared to the three months ended March 31, 2008.

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

                         2009                            2008                               Growth Pct.
                        First        Fourth       Third        Second       First                    Prior
                       Quarter      Quarter      Quarter      Quarter      Quarter      Annual      Quarter
Commercial loans and
leases
Commercial             $ 14,745     $ 14,888     $ 15,002     $ 15,086     $ 14,389         2.5 %       (1.0 ) %
Commercial lease
financing                   547          534          511          517          522         4.9          2.4
Total commercial
loans and leases         15,292       15,422       15,513       15,603       14,911         2.6         (0.8 )

Commercial real
estate                   12,872       12,203       11,942       11,703       11,507        11.9          5.5

Residential real
estate loans              5,768        5,675        5,631        5,525        5,182        11.3          1.6

Construction and
Development Loans
Commercial
Construction              3,966        4,577        4,433        4,431        4,463       (11.1 )      (13.3 )
Land                        854          913          986          992          973       (12.3 )       (6.5 )
Commercial
construction &
development               4,820        5,490        5,419        5,423        5,436       (11.3 )      (12.2 )

Residential
Construction by
individuals                 834          938        1,009        1,013        1,010       (17.4 )      (11.1 )
Land                      2,094        2,200        2,254        2,419        2,511       (16.6 )       (4.8 )
Construction by
developers                  923        1,158        1,275        1,518        1,595       (42.1 )      (20.4 )
Residential
construction &
development               3,851        4,296        4,538        4,950        5,116       (24.7 )      (10.4 )
Total construction
and development
loans                     8,671        9,786        9,957       10,373       10,552       (17.8 )      (11.4 )

Personal loans and
leases
Home equity loans
and lines                 5,064        5,071        5,027        4,835        4,670         8.4         (0.1 )
Other personal loans      1,942        1,878        1,766        1,693        1,590        22.1          3.4
Personal lease
financing                   207          211          196          199          198         4.0         (2.3 )
Total personal loans
and leases                7,213        7,160        6,989        6,727        6,458        11.7          0.7


Total consolidated
average loans and
leases                 $ 49,816     $ 50,246     $ 50,032     $ 49,931     $ 48,610         2.5 %       (0.9 ) %

Total consolidated average loans and leases increased $1.2 billion or 2.5% in the first quarter of 2009 compared to the first quarter of 2008.

Total average commercial loan and lease growth was $0.4 billion or 2.6% in the first quarter of 2009 compared to the first quarter of 2008. Compared to the fourth quarter of 2008, total average commercial loans and leases decreased $0.1 billion or 0.8%. The weak economy has resulted in commercial customers reducing expenses and paying down their debt, delaying capital expenditures and reducing inventories. Management expects that year-over-year commercial loan and lease growth (as a percentage) will be in the low single-digit percentage range in 2009 compared to 2008.

Total average commercial real estate loan growth was $1.4 billion or 11.9% in the first quarter of 2009 compared to the first quarter of 2008. Compared to the fourth quarter of 2008, total average commercial real estate loans increased $0.7 billion or 5.5%. The Corporation continues to experience slowing in construction and development activity and to some extent throughout its commercial real estate business in response to the weak economy. Commercial real estate loan growth in 2009 is expected to be relatively modest.

Total average residential real estate loan growth was $0.6 billion or 11.3% in the first quarter of 2009 compared to the first quarter of 2008. Compared to the fourth quarter of 2008, total average residential real estate loans increased $0.1 billion or 1.6%. From a production standpoint, residential real estate loan closings in the first quarter of 2009 were $0.8 billion compared to $0.4 billion in the fourth quarter of 2008 and $1.4 billion in the first quarter of 2008. Over 80% of new mortgage volumes in the first quarter of 2009 were associated with re-financings due to low interest rates. 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 retained in the portfolio. For the three months ended March 31, 2009 and 2008, real estate loans sold to investors amounted to $0.7 billion and $0.5 billion, respectively. At March 31, 2009 and 2008, the Corporation had approximately $112.7 million and $68.7 million of residential mortgage loans and home equity loans held for sale, respectively. Gains from the sale of mortgage loans amounted to $9.8 million in the first quarter of 2009 compared to $8.5 million in the first quarter of 2008.

Total average construction and development loans declined $1.9 billion or 17.8% in the first quarter of 2009 compared to the first quarter of 2008 and declined $1.1 billion or 11.4% since the fourth quarter of 2008. Certain construction and development loans currently have a higher risk profile because the value of the underlying collateral is dependent on the real estate markets and these loans are somewhat concentrated in markets experiencing elevated levels of stress. Construction and development loans consist of:

Commercial Construction - Loans primarily to mid-sized local and regional companies to construct a variety of commercial projects.

Commercial Land - Loans primarily to mid-sized local and regional companies to acquire and develop land for a variety of commercial projects.

Residential Construction by Individuals - Loans to individuals to construct 1-4 family homes.

Residential Land - Loans primarily to individuals and mid-sized local and regional builders to acquire and develop land for 1-4 family homes.

Residential Construction by Developers - Loans primarily to mid-sized local and regional builders to construct 1-4 family homes in residential subdivisions.

The decrease in construction and development loans has been due to payments, transfers to other loan types when projects are completed and permanent financing is obtained, loan sales and charge-offs. Construction and development loans held for sale amounted to $72.9 million at March 31, 2009. Construction and development loans are expected to continue to contract as the Corporation reduces its concentration in these types of loans to its corporate goal of 10% of total loans and leases. Period-end construction and development loans amounted to $8,251 million which was 16.8% of total loans and leases outstanding at March 31, 2009 and is $420 million less than average construction and development loans for the three months ended March 31, 2009.

Total average personal loan growth was $0.8 billion or 11.7% in the first quarter of 2009 compared to the first quarter of 2008. Approximately $0.4 billion of the growth was attributable to home equity loans and lines of credit and $0.2 billion of the growth was attributable to consumer auto loans. Compared to the fourth quarter of 2008, total average personal loans increased $0.1 billion or 0.7%. Credit card loans averaged $0.3 billion in the first quarter of 2009. Credit card loans are not significant to the Corporation's loan and lease portfolio.

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

                        2009                            2008                               Growth Pct.
                       First        Fourth       Third        Second       First                    Prior
                      Quarter      Quarter      Quarter      Quarter      Quarter      Annual      Quarter
Noninterest bearing
deposits
Commercial            $  4,849     $  4,470     $  4,305     $  4,168     $  4,004        21.1 %        8.5 %
Personal                   979          985        1,005        1,056        1,018        (3.9 )       (0.6 )
Other                      654          608          599          604          607         7.9          7.7
Total noninterest
bearing deposits         6,482        6,063        5,909        5,828        5,629        15.2          6.9

Interest bearing
deposits
Savings and NOW
Savings                    887          883          902          882          820         8.1          0.3
NOW                      2,624        2,340        2,391        2,391        2,382        10.2         12.2
Brokered NOW                19            5            0            0            0        n.m.        312.7
Total savings and
NOW                      3,530        3,228        3,293        3,273        3,202        10.2          9.4

Money market
Money market index       6,541        7,085        7,848        8,335        8,401       (22.1 )       (7.7 )
Money market
savings                  1,069        1,143        1,224        1,339        1,383       (22.7 )       (6.5 )
Brokered money
market                   3,021        2,413        1,473        1,525        1,903        58.7         25.2
Total money market      10,631       10,641       10,545       11,199       11,687        (9.0 )       (0.1 )

Time
CDs $100,000 and
over
Large CDs                4,152        3,714        3,881        4,074        4,203        (1.2 )       11.8
Brokered CDs             7,888        9,059        8,295        7,090        5,102        54.6        (12.9 )
Total CDs $100,000
and over                12,040       12,773       12,176       11,164        9,305        29.4         (5.7 )

Other CDs and time       5,861        5,499        5,152        4,813        4,655        25.9          6.6
Total time              17,901       18,272       17,328       15,977       13,960        28.2         (2.0 )

Foreign
Foreign activity           866        1,583        1,813        1,834        1,965       (55.9 )      (45.3 )
Foreign time               257          823          800          942        1,285       (80.0 )      (68.8 )
Total foreign            1,123        2,406        2,613        2,776        3,250       (65.5 )      (53.3 )

Total interest
bearing deposits        33,185       34,547       33,779       33,225       32,099         3.4         (3.9 )

Total consolidated
average deposits      $ 39,667     $ 40,610     $ 39,688     $ 39,053     $ 37,728         5.1 %       (2.3 ) %

Total consolidated average deposits increased $1.9 billion or 5.1% in the first quarter of 2009 compared to the first quarter of 2008. Average noninterest bearing deposits increased approximately $0.8 billion or 15.2% in the first quarter of 2009 compared to the first quarter of 2008 and increased $0.4 billion or 6.9% compared to the fourth quarter of 2008. Average interest bearing deposits increased $1.1 billion or 3.4% in the first quarter of 2009 compared to the first quarter of 2008 and decreased $1.4 billion or 3.9% compared to the fourth quarter of 2008. The decrease in average interest bearing deposits in the first quarter of 2009 compared to the fourth quarter of 2008 was due to brokered CDs that matured or were called due to the rate structure and a decline in higher-priced foreign activity and time deposits. Of the $1.1 billion increase in average interest bearing deposits over the prior year, average savings and NOW increased $0.3 billion and average time deposits increased $3.9 billion. The growth in savings and NOW and time deposits was offset by declines in average money market deposits of approximately $1.0 billion and foreign deposits of $2.1 billion in the first quarter of 2009 compared to the first quarter of 2008. The decline in average money market and foreign deposits reflects the competitive pricing environment.

Historically, noninterest bearing deposit balances tended to exhibit some . . .