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Marshall & Ilsley (MI)

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MI » Topics » TABLE OF CONTENTS

This excerpt taken from the MI DEF 14A filed Mar 13, 2009.

TABLE OF CONTENTS


		Page
PROXY STATEMENT		1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		3

PROPOSAL 1. ELECTION OF DIRECTORS		7

NOMINEES STANDING FOR ELECTION		7

CORPORATE GOVERNANCE MATTERS		12

LOANS AND OTHER TRANSACTIONS WITH THE COMPANY		15

EXECUTIVE COMPENSATION		18

COMPENSATION DISCUSSION AND ANALYSIS		18

COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT		31

SUMMARY COMPENSATION TABLE		32

GRANTS OF PLAN-BASED AWARDS IN 2008		34

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END		35

OPTION EXERCISES AND STOCK VESTED		36

PENSION BENEFITS		37

NONQUALIFIED DEFERRED COMPENSATION		37

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL		39

DIRECTOR COMPENSATION FOR 2008		42

EQUITY COMPENSATION PLAN INFORMATION		44

AUDIT COMMITTEE REPORT		45

PROPOSAL 2. 2009 EMPLOYEE STOCK PURCHASE PLAN		47

PROPOSAL 3. 2009 EQUITY INCENTIVE PLAN		48

PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS		54

PROPOSAL 5. ADVISORY VOTE ON EXECUTIVE COMPENSATION		55

PROPOSAL 6. SHAREHOLDER PROPOSAL: MAJORITY ELECTION OF DIRECTORS		56

SUBMISSION OF SHAREHOLDER PROPOSALS		58

PENDING LEGAL PROCEEDINGS		59

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		59

OTHER VOTING INFORMATION		59

OTHER MATTERS		59


Appendix A:	Categorical Standards for Lending, Banking and Other Business Relationships Involving Marshall & Ilsley Corporation Directors	A-1

Appendix B:	Marshall & Ilsley Corporation 2009 Employee Stock Purchase Plan	B-1

Appendix C:	Marshall & Ilsley Corporation 2009 Equity Incentive Plan	C-1

These excerpts taken from the MI 10-K filed Mar 2, 2009.

TABLE OF CONTENTS


		Page
	PART I

ITEM 1.	BUSINESS	1

ITEM 1A.	RISK FACTORS	10

ITEM 1B.	UNRESOLVED STAFF COMMENTS	17

ITEM 2.	PROPERTIES	17

ITEM 3.	LEGAL PROCEEDINGS	17

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	17

	PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	21

ITEM 6.	SELECTED FINANCIAL DATA	22

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	67

ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FOR YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006	69

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	145

ITEM 9A.	CONTROLS AND PROCEDURES	145

ITEM 9B.	OTHER INFORMATION	147

	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	148

ITEM 11.	EXECUTIVE COMPENSATION	148

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	148

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	148

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	148

	PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	149

TABLE OF CONTENTS

STYLE="margin-top:0px;margin-bottom:0px">


		Page
	PART I

ITEM 1.	BUSINESS	1

ITEM 1A.	RISK FACTORS	10

ITEM 1B.	UNRESOLVED STAFF COMMENTS	17

ITEM 2.	PROPERTIES	17

ITEM 3.	LEGAL PROCEEDINGS	17

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	17

	PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	21

ITEM 6.	SELECTED FINANCIAL DATA	22

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	67

ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FOR YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006	69

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	145

ITEM 9A.	CONTROLS AND PROCEDURES	145

ITEM 9B.	OTHER INFORMATION	147

	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	148

ITEM 11.	EXECUTIVE COMPENSATION	148

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	148

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	148

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	148

	PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	149

This excerpt taken from the MI 8-K filed Nov 14, 2008.

TABLE OF CONTENTS


		Page
	Article I

	Purchase; Closing

1.1	Purchase	1
1.2	Closing	2
1.3	Interpretation	4

	Article II

	Representations and Warranties

2.1	Disclosure	4
2.2	Representations and Warranties of the Company	5

	Article III

	Covenants

3.1	Commercially Reasonable Efforts	13
3.2	Expenses	14
3.3	Sufficiency of Authorized Common Stock; Exchange Listing	14
3.4	Certain Notifications Until Closing	14
3.5	Access, Information and Confidentiality	15

	Article IV

	Additional Agreements

4.1	Purchase for Investment	15
4.2	Legends	16
4.3	Certain Transactions	17
4.4	Transfer of Purchased Securities and Warrant Shares; Restrictions on Exercise of the Warrant	18
4.5	Registration Rights	18
4.6	Voting of Warrant Shares	29
4.7	Depositary Shares	29
4.8	Restriction on Dividends and Repurchases	30
4.9	Repurchase of Investor Securities	31
4.10	Executive Compensation	32

-i-


	Article V

	Miscellaneous

5.1	Termination	32
5.2	Survival of Representations and Warranties	33
5.3	Amendment	33
5.4	Waiver of Conditions	33
5.5	Governing Law: Submission to Jurisdiction, Etc.	33
5.6	Notices	33
5.7	Definitions	34
5.8	Assignment	34
5.9	Severability	34
5.10	No Third Party Beneficiaries	35

-ii-

LIST OF ANNEXES


ANNEX A:		FORM OF CERTIFICATE OF DESIGNATIONS FOR PREFERRED STOCK

ANNEX B:		FORM OF WAIVER

ANNEX C:		FORM OF OPINION

ANNEX D:		FORM OF WARRANT

-iii-

This excerpt taken from the MI DEF 14A filed Mar 11, 2008.

TABLE OF CONTENTS


		Page
PROXY STATEMENT		1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		3

PROPOSAL 1. ELECTION OF DIRECTORS		6

NOMINEES STANDING FOR ELECTION		7

CONTINUING DIRECTORS		10

CORPORATE GOVERNANCE MATTERS		12

LOANS AND OTHER TRANSACTIONS WITH THE COMPANY		15

EXECUTIVE COMPENSATION		18

COMPENSATION DISCUSSION AND ANALYSIS		18

COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT		28

SUMMARY COMPENSATION TABLE		29

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2007		31

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END		33

OPTION EXERCISES AND STOCK VESTED IN FISCAL 2007		34

PENSION BENEFITS		35

NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2007		36

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL		37

DIRECTOR COMPENSATION FOR FISCAL 2007		40

EQUITY COMPENSATION PLAN INFORMATION		42

AUDIT COMMITTEE REPORT		43

PROPOSAL 2. AMENDED AND RESTATED 1994 LONG-TERM INCENTIVE PLAN FOR EXECUTIVES		44

PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS		48

PROPOSAL 4. SHAREHOLDER PROPOSAL: MAJORITY ELECTION OF DIRECTORS		49

SUBMISSION OF SHAREHOLDER PROPOSALS		51

PENDING LEGAL PROCEEDINGS		51

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		51

OTHER VOTING INFORMATION		51

OTHER MATTERS		52


Appendix A:	Categorical Standards for Lending, Banking and Other Business Relationships Involving Marshall & Ilsley Corporation Directors	A-1

Appendix B:	Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan	B-1

These excerpts taken from the MI 10-K filed Feb 29, 2008.

TABLE OF CONTENTS


		Page
	PART I

ITEM 1.	BUSINESS	1

ITEM 1A.	RISK FACTORS	10

ITEM 1B.	UNRESOLVED STAFF COMMENTS	16

ITEM 2.	PROPERTIES	16

ITEM 3.	LEGAL PROCEEDINGS	16

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	17

	PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	20

ITEM 6.	SELECTED FINANCIAL DATA	21

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	54

ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FOR YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005	56

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	122

ITEM 9A.	CONTROLS AND PROCEDURES	122

ITEM 9B.	OTHER INFORMATION	124

	PART III

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	125

ITEM 11.	EXECUTIVE COMPENSATION	125

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	125

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	125

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	125

	PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	126

TABLE OF CONTENTS


		Page
	PART I

ITEM 1.	BUSINESS	1

ITEM 1A.	RISK FACTORS	10

ITEM 1B.	UNRESOLVED STAFF COMMENTS	16

ITEM 2.	PROPERTIES	16

ITEM 3.	LEGAL PROCEEDINGS	16

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	17

	PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	20

ITEM 6.	SELECTED FINANCIAL DATA	21

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	54

ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FOR YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005	56

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	122

ITEM 9A.	CONTROLS AND PROCEDURES	122

ITEM 9B.	OTHER INFORMATION	124

	PART III

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	125

ITEM 11.	EXECUTIVE COMPENSATION	125

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	125

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	125

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	125

	PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	126

EXCERPTS ON THIS PAGE:

DEF 14A	Mar 13, 2009

10-K (2 sections)	Mar 2, 2009

8-K	Nov 14, 2008

DEF 14A	Mar 11, 2008

10-K (2 sections)	Feb 29, 2008

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Marshall & Ilsley (MI)

MI » Topics » TABLE OF CONTENTS

Table of Contents

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