MILWAUKEE, Dec. 1 /PRNewswire-FirstCall/ -- M&I Marshall & Ilsley Bank (M&I Bank) announced today that it has commenced an offer to purchase for cash (the "Tender Offer") the debt securities listed in the table below: Aggregate Principal Acceptance Amount Priority Title of Security CUSIP Numbers Outstanding(1) Level ----------------- -------------- ---------- ---------- Floating Rate Subordinated Bank Notes due 2012 55259PAF3 $500,095,000(2) 1 Senior Floating Rate Notes due June 1, 2011 5525V0AZ9 $188,093,000 2 Senior 5.150% Fixed Rate Notes due February 22, 2012 5525V0BD7 $189,325,000 3 5.30% Senior Notes due September 8, 2011 5525V0BA3 $150,702,000 4 Dollars per $1,000 Principal Amount ----------------------------------- Early Tender Offer Tender Total Title of Security Consideration Premium Consideration(3) ----------------- ------------- ------- ---------------- Floating Rate Subordinated Bank Notes due 2012 $760 $40 $800 Senior Floating Rate Notes due June 1, 2011 $885 $40 $925 Senior 5.150% Fixed Rate Notes due February 22, 2012 $955 $40 $995 5.30% Senior Notes due September 8, 2011 $960 $40 $1,000 _________________ (1) As of November 30, 2009. (2) The Bank will purchase up to $200,000,000 in aggregate principal amount of these notes pursuant to the offer. (3) Includes the Early Tender Premium The offer to purchase is being made to registered holders of the above debt securities on the terms and subject to the conditions set forth in the offer to purchase dated December 1, 2009 (the "Offer to Purchase"), and the related letter of transmittal (the "Letter of Transmittal"). M&I Bank is offering to purchase up to $400,000,000 in aggregate principal amount (the "Maximum Tender Amount") of the debt securities as set forth in the table above. The Tender Offer will expire at 11:59 p.m., Eastern Standard Time, on December 29, 2009 unless extended or terminated (the "Expiration Date"). The Tender Offer Consideration for each $1,000 principal amount of each issue of the debt securities tendered and accepted for purchase pursuant to the offer will be as set forth in the table above. Holders of debt securities that are validly tendered and not validly withdrawn before 5:00 p.m., Eastern Standard Time, on December 14, 2009 (the "Early Tender Date"), and accepted for purchase will receive the applicable Tender Offer Consideration plus the applicable Early Tender Premium. In order to receive the Early Tender Premium, holders must tender their debt securities on or before the Early Tender Date. Holders who tender their debt securities after the Early Tender Date and on or before the Expiration Date will receive only the Tender Offer Consideration. Tendered debt securities may be withdrawn any time before 5:00 p.m., Eastern Standard Time, on the Early Tender Date, but not thereafter, unless otherwise required by law. If the aggregate principal amount of the debt securities subject to the offer that are validly tendered and not validly withdrawn exceeds the Maximum Tender Amount, M&I Bank will accept for payment only a portion of such debt securities with an aggregate principal amount equal to the Maximum Tender Amount, and the debt securities will be purchased in accordance with the acceptance priority level (the "Acceptance Priority Level") set forth in the table above. Those Acceptance Priority Levels are ranked in numerical priority order: an Acceptance Priority Level of 1 is the highest-ranking Acceptance Priority Level and an Acceptance Priority Level of 4 is the lowest ranking Acceptance Priority Level. Up to $200,000,000 in aggregate principal amount of the debt securities tendered having an Acceptance Priority Level of 1 will be accepted for purchase before any tendered debt securities having a lower-ranking Acceptance Priority Level are accepted for purchase. The Bank will not accept for purchase more than $200,000,000 in aggregate principal amount of the debt securities having an Acceptance Priority Level of 1. If more than $200,000,000 in aggregate principal amount of the debt securities having an Acceptance Priority Level of 1 are tendered, Securities tendered having Acceptance Priority Levels of 2 through 4 will be accepted for purchase in order of Acceptance Priority Level ranking. If some but not all of an applicable Acceptance Priority Level issue of debt securities is accepted for purchase, the debt securities within that issue will be prorated based on the aggregate principal amount tendered with respect to such issue. Debt securities with a lower Acceptance Priority Level than the prorated issue of debt securities will not be accepted for purchase. Completion of the tender offer is subject to, and conditioned upon, the satisfaction or, where applicable, waiver of certain conditions set forth in the Offer to Purchase. M&I Bank may amend, extend or terminate the Tender Offer at any time, in its sole discretion. The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and the Letter of Transmittal that are being sent to registered holders of the above debt securities. Holders are urged to read the Offer to Purchase and the Letter of Transmittal carefully when they become available. Goldman, Sachs & Co. is serving as Dealer Manager and Global Bondholder Services Corporation is serving as Depositary and Information Agent in connection with the Tender Offer. Persons with questions regarding the Tender Offer should contact Goldman, Sachs & Co. at 800-828-3182 (toll free) or 212-902-5183 (collect). Requests for copies of the Offer to Purchase or the Letter of Transmittal may be directed to Global Bondholder Services Corporation at (866) 387-1500 (toll free) or (212) 430-3774 (collect for banks and brokers). This press release does not constitute an offer to buy or the solicitation of an offer to sell any securities, nor shall there be any purchase of securities of M&I Bank in any state or jurisdiction in which such an offer, solicitation or purchase would be unlawful. The Tender Offer is being made only pursuant to the Offer to Purchase and the Letter of Transmittal. M&I Bank may, from time to time to the extent permitted by applicable law, acquire any of the above debt securities that remain outstanding after the Expiration Date through open market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, for prices that may be less than, equal to or greater than the Total Consideration or Tender Offer Consideration. M&I Marshall & Ilsley Bank is an affiliate of Marshall & Ilsley Corporation (NYSE:MI), a diversified financial services corporation headquartered in Milwaukee, Wis., with $58.5 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank is the largest Wisconsin-based bank, with 192 offices throughout the state. In addition, M&I has 53 locations throughout Arizona; 33 offices in Indianapolis and nearby communities; 36 offices along Florida's west coast and in central Florida; 16 offices in Kansas City and nearby communities; 26 offices in metropolitan Minneapolis/St. Paul, and one in Duluth, Minn.; and one office in Las Vegas, Nev. M&I's Southwest Bank subsidiary has 17 offices in the greater St. Louis area. M&I also provides trust and investment management, equipment leasing, mortgage banking, asset-based lending, financial planning, investments, and insurance services from offices throughout the country and on the Internet (http://www.mibank.com/ or http://www.micorp.com/). M&I's customer-based approach, internal growth, and strategic acquisitions have made M&I a nationally recognized leader in the financial services industry. Forward-Looking Statements This press release contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements other than historical facts. These forward-looking statements include, without limitation, statements with respect to the financial condition of M&I Bank or M&I, results of operations, plans, objectives, future performance and business, including statements preceded by, followed by or including the words "believes," "expects," "anticipates," references to estimates or similar expressions. Future filings by M&I Bank with the Federal Deposit Insurance Corporation or other regulatory agencies, future filings by M&I with the Securities and Exchange Commission, and statements other than historical facts contained in written material, press releases and oral statements issued by, or on behalf of, M&I Bank or M&I, may also constitute forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties, and M&I Bank's and/or M&I's actual results may differ materially from the results discussed in such forward-looking statements. Factors that might cause actual results to differ from the results discussed in forward-looking statements include, but are not limited to, the risk factors set forth in the Offer to Purchase. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect only M&I Bank's and/or M&I's beliefs as of the date of this press release. All forward-looking statements are based upon information available at the time of such statements and M&I Bank and M&I, as the case may be, assume no obligation to update any forward-looking statement. DATASOURCE: Marshall & Ilsley Corporation CONTACT: Greg Smith, senior vice president, chief financial officer of Marshall & Ilsley, +1-414-765-7727 Web Site: http://www.micorp.com/

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