UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-15403
A. Full title of the plan and the address of the plan, if different
from that of the Issuer named below:
Missouri State Bank & Trust Company Retirement Savings Plan
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MARSHALL & ILSLEY CORPORATION
770 North Water Street
Milwaukee, Wisconsin 53202
Financial Statement and Exhibits
--------------------------------
(a) Financial Statements:
---------------------
Missouri State Bank & Trust Company Retirement Savings Plan
-----------------------------------------------------------
Report of Independent Registered Public Accounting Firm.
Statements of Net Assets Available for Benefits
as of December 31, 2006 and 2005.
Statements of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2006.
Notes to Financial Statements as of December 31, 2006 and
2005 and for the Year Ended December 31, 2006.
Supplemental Schedule, Form 5500, Schedule H,
Part IV, Line 4(i)
Schedule of Assets (Held at End of Year)
as of December 31, 2006.
(b) Exhibits:
---------
23 Consent of Independent Registered Public Accounting Firm -
Deloitte & Touche LLP
Missouri State Bank & Trust Company Retirement Savings Plan
Financial Statements as of December 31, 2006
and for the Year Ended December 31, 2006,
Supplemental Schedule as of December 31, 2006,
and Report of Independent Registered Public Accounting Firm
MISSOURI STATE BANK & TRUST COMPANY RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for
Benefits as of December 31, 2006 and 2005 2
Statements of Changes in Net Assets
Available for Benefits for the
Year Ended December 31, 2006 3
Notes to Financial Statements as of
December 31, 2006 and 2005 and for
the Year Ended December 31, 2006 4-10
SUPPLEMENTAL SCHEDULE - 11
Form 5500, Schedule H, Part IV, Line 4i --
Schedule of Assets (Held at End of Year)
as of December 31, 2006 12
NOTE: All other schedules required by Section 2520.103-10
of the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have been
omitted because they are not applicable.
[Deloitte & Touche LLP Letterhead]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustee and Participants of the
Missouri State Bank & Trust Company Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Missouri State Bank & Trust Company Retirement Savings Plan
(the "Plan") as of December 31, 2006 and 2005, and the related statement of
changes in net assets available for benefits for the year ended December
31, 2006. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Plan is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31, 2006 and 2005, and the changes in net assets available for benefits for
the year ended December 31, 2006, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of
assets (held at end of year) as of December 31, 2006, is presented for the
purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. This schedule is
the responsibility of the Plan's management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2006
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic 2006 financial statements
taken as a whole.
/s/ Deloitte & Touche
Milwaukee, Wisconsin
June 22, 2007
2
MISSOURI STATE BANK & TRUST COMPANY RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2006 AND 2005
2006 2005
--------------- ---------------
ASSETS:
Investments -- at fair value:
Master Trusts $ 833,030 $ --
Investments 2,333,878 3,253,134
Loans to participants 11,735 21,848
-------------- --------------
Total investments 3,178,643 3,274,982
RECEIVABLES:
Employer contribution -- 16,692
Employee contributions -- 5,825
Accrued investment income 1,304 --
-------------- --------------
Total receivables 1,304 22,517
-------------- --------------
Total assets 3,179,947 3,297,499
LIABILITIES -- Payables --
pending trades 1,535 --
-------------- --------------
NET ASSETS AVAILABLE FOR
BENEFITS AT FAIR VALUE 3,178,412 3,297,499
Adjustments from fair value to
contract value for fully benefit-
responsive investment contacts 2,992 --
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 3,181,404 $ 3,297,499
============== ==============
See notes to financial statements.
3
MISSOURI STATE BANK & TRUST COMPANY RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2006
CONTRIBUTIONS:
Participants $ 163,108
Employer 38,764
Participant rollovers 1,783
--------------
Total contributions 203,655
--------------
INVESTMENT INCOME:
Income from Master Trusts 68,457
Net appreciation of
fair value of investments 328,495
Interest 17,245
--------------
Net investment income 414,197
--------------
DEDUCTIONS:
Benefits paid to participants (732,345)
Administrative expenses (1,602)
--------------
Total deductions (733,947)
--------------
NET DECREASE IN ASSETS AVAILABLE FOR BENEFITS (116,095)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 3,297,499
--------------
End of year $ 3,181,404
==============
See notes to financial statements.
4
MISSOURI STATE BANK & TRUST COMPANY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND FOR THE YEAR ENDED DECEMBER 31, 2006
1. DESCRIPTION OF THE PLAN
The following description of the Missouri State Bank & Trust Company
Retirement Savings Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan
document for more complete information.
General -- The Plan is a defined contribution plan covering
substantially all salaried employees of Missouri State Bank & Trust
Company (the "Company"). Marshall & Ilsley Corporation (the
"Corporation") is the administrator of the Plan and Marshall & Ilsley
Trust Company (the "Trustee"), a subsidiary of the Corporation,
serves as the trustee of the Plan. Prior to the Company's merger with
the Corporation, described below, the Company served as administrator
and trustee of the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA).
On April 1, 2006, the Company merged with the Corporation and
participants terminated as a direct result of the merger became 100%
vested in the Plan. Participants continuing with the Corporation
post merger are subject to the vesting schedule of the Plan as
described below. The Plan's benefits were frozen as of April 30,
2006.
Effective April 1, 2006, each Plan participant was eligible to make
the election to participate in the M&I Retirement Plan, a defined
contribution plan which is subject to the provisions of ERISA.
Contributions -- Prior to the Plan being frozen, participants could
elect to contribute 1% to 15% of their pretax annual compensation, as
defined in the Plan, subject to certain Internal Revenue Code (IRC)
limitations. The Company also made discretionary matching
contributions equal to a percentage of participants elective deferral
contributions. Participants could also contribute amounts
representing distributions from other qualified defined benefit or
defined contribution plans.
Participant Accounts -- Individual accounts are maintained for each
Plan participant. Each participant's account is credited with the
participant's contribution, the Company's matching contribution, and
an allocation of Plan earnings, and charged with withdrawals and an
allocation of Plan losses and administrative expenses. Allocations
are based on participant earnings or account balances, as defined.
The benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
Vesting -- Participants are vested immediately in their contributions
plus actual earnings thereon. For participants not 100% vested as a
result of the Company merger, vesting in the Company's contributions
is based on continuous service. A participant vests 20% each year
upon completing two years of service. A participant is 100% vested
after completing six years of service.
Forfeitures -- Prior to the Plan being frozen, forfeited nonvested
accounts were used to reduce Company contributions. Subsequent to
the Plan being frozen, forfeited nonvested accounts were used to pay
administrative expenses and then allocated to participants.
5
Investments -- Participants may direct the investment of their
contributions into the eighteen investment options offered by the
Plan.
Participant Loans -- Participants may borrow from their vested
accounts with a minimum of $1,000 up to a maximum of $50,000 or 50%
of their account balance, whichever is less. The loans are secured
by the balance in the participant's account. Principal and interest
are paid ratably through payroll deductions. As of May 1, 2006, the
Plan no longer offers new loans to participants. The loans were
written with original terms of two to five years. The interest rates
were based on prevailing market conditions and are fixed over the
life of the note. Interest rates on participant loans at December
31, 2006 and 2005 ranged from 5.25% to 7.50%.
Payment of Benefits -- Participants in the Plan or beneficiaries are
eligible to receive a benefit upon their termination, normal
retirement date, early retirement date, death, financial hardship, or
disability, as defined, equal to the amount in their individual
accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting -- The accompanying financial statements have
been prepared in accordance with accounting principles generally
accepted in the United States of America.
Use of Estimates -- The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities,
and changes therein and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Risks and Uncertainties -- The Plan utilizes various investment
instruments, including mutual funds and a common collective fund.
Investment securities, in general, are exposed to various risks, such
as interest rate, credit, and overall market volatility. Due to the
level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect the amounts reported in the financial statements.
Investment Valuation and Income Recognition -- The Plan's investments
are stated at fair value except for the Marshall & Ilsley Stable
Principal Fund (the "Fund"), which is stated at fair value and then
adjusted to contract value. The Fund invests in guaranteed
investment contracts. Fully benefit-responsive investment contracts
are valued at fair value. Under the terms of the investment
contracts, the crediting interest rate is determined semi-annually
based on the insurance company's applicable rate schedule. There are
no limitations on guarantees of the contracts.
Quoted market prices are used to value investments held by the Plan
as well as the underlying investments of the Master Trusts in which
the Plan invests. Shares of mutual funds are valued at quoted market
prices, which represent the net asset value of shares held by the
Plan at year end. Participant loans are valued at the outstanding
loan balances.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for
investments in the mutual funds are deducted from income earned on a
daily basis and are not separately reflected. Consequently,
management fees and operating expenses are reflected as a reduction
of investment return for such investments.
6
Administrative Expenses -- Significantly all administrative expenses
of the Plan were paid by the Corporation for the year ended December
31, 2006.
Payment of Benefits -- Benefit payments to participants are recorded
upon distribution. There were no amounts allocated to participants
who elected to withdraw from the Plan but were not yet paid as of
December 31, 2006 and 2005.
Adoption of New Accounting Guidance -- The financial statements
reflect the retroactive adoption of Financial Accounting Standards
Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of
Fully Benefit-Responsive Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the
"FSP"). As required by the FSP, the statements of net assets
available for benefits presents investment contracts at fair value as
well as an additional line item showing an adjustment of fully
benefit responsive contracts from fair value to contract value. The
statement of changes in net assets available for benefits is
presented on a contract value basis and was not affected by the
adoption of the FSP.
3. INVESTMENTS
The Plan's investments that represented 5% or more of the Plan's net
assets available for benefits as of December 31, 2006 and 2005 are as
follows:
2006 2005
--------------- ---------------
M&I Master Trust --
Common Stock Fund* $ 172,216 $ --
M&I Stable Principal Fund* 240,679 --
M&I Master Trust --
Aggressive Stock Fund* 241,075 --
Vanguard Institutional Index Fund 423,755 --
Goldman Sachs Small-Cap Value Fund 211,873 --
Marshall Mid-Cap Value Fund* 252,672 --
Nicholas Fund 188,729 --
Marshall International Stock Fund* 327,127 --
Principal Global Investors Money Market* -- 264,674
Principal Global Investors
Bond and Mortgage* -- 390,970
Principal Global Investors
Mid-Cap Value I* -- 359,883
Principal Global Investors
Large-Cap Blend I* -- 232,635
Principal Global Investors
Large Cap Stock Index* -- 498,704
Principal Global Investors
Medium Company Blend* -- 284,212
Principal Global Investors
Diversified International* -- 315,796
* Represents party-in-interest
During the year ended December 31, 2006, the Plan's investments
(including gains and losses on investments bought and sold, as well
as held during the year) appreciated in value as follows:
Mutual funds $ 328,495
--------------
Net appreciation in fair value of investments $ 328,495
==============
7
4. INTEREST IN MASTER TRUSTS
As of December 31, 2006, certain of the Plan's investment assets are
held in trust accounts at the Trustee and consist of undivided
interests in investments of the Master Trusts which are established
by the Corporation and administered by the Trustee. Use of the
Master Trust permits the commingling of trust assets with the assets
of the Plan's assets with the assets of the M&I Retirement Plan and
the NYCE 401(k) Plan for investment and administrative purposes.
Although assets of all three plans are commingled in the Master
Trusts, the Trustee maintains supporting records for the purpose of
allocating the net gain or loss of the investment account to the
participating plans. The net investment income of the investment
assets is allocated by the Trustee to each participating plan based
on the relationship of the interest of each plan to the total of the
interests of the participating plans.
The Plan's investments and income in the Master Trusts at December
31, 2006, are summarized as follows:
M&I Master Trust -- Aggressive Stock Fund
Investments -- whose fair
value is determined based
on quoted market prices --
mutual funds $ 116,363,654
--------------
Net assets of the M&I Master Trust --
Aggressive Stock Fund $ 116,363,654
==============
Plan's interest in net assets
of the M&I Master Trust --
Aggressive Stock Fund $ 241,075
==============
Plan's interest in M&I Master Trust --
Aggressive Stock Fund as a
percentage of the total 0.21 %
==============
Dividend and interest income $ 942,819
Net appreciation in the fair
value of investments --
mutual funds 14,455,227
--------------
Total M&I Master Trust -- Aggressive
Stock Fund income $ 15,398,046
==============
M&I Master Trust -- Growth Balanced Fund
Investments -- whose fair
value is determined based
on quoted market prices --
mutual funds $ 127,634,361
--------------
Net assets of the M&I Master Trust --
Growth Balanced Fund $ 127,634,361
==============
Plan's interest in net assets
of the M&I Master Trust --
Growth Balanced Fund $ 142,881
==============
Plan's interest in M&I Master Trust --
Growth Balanced Fund as a
percentage of the total 0.11 %
==============
Dividend and interest income $ 2,724,630
Net appreciation in the fair
value of investments --
mutual funds 10,296,520
--------------
Total M&I Master Trust --
Growth Balanced Fund income $ 13,021,150
==============
8
M&I Master Trust -- Aggressive Balanced Fund
Investments -- whose fair
value is determined based on
quoted market prices --
mutual funds $ 18,624,234
--------------
Net assets of the M&I Master Trust --
Aggressive Balanced Fund $ 18,624,234
==============
Plan's interest in net assets
of the M&I Master Trust --
Aggressive Balanced Fund $ 33,025
==============
Plan's interest in M&I Master Trust --
Aggressive Balanced Fund as
a percentage of the total 0.18 %
==============
Dividend and interest income $ 243,808
Net appreciation in the fair
value of investments --
mutual funds 1,610,942
--------------
Total M&I Master Trust --
Aggressive Balanced
Fund income $ 1,854,750
==============
M&I Master Trust -- Moderate Balanced Fund
Investments -- whose fair
value is determined based
on quoted market prices --
mutual funds $ 8,164,618
--------------
Net assets of the M&I Master Trust --
Moderate Balanced Fund $ 8,164,618
==============
Plan's interest in net assets
of the M&I Master Trust --
Moderate Balanced Fund $ 149,595
==============
Plan's interest in M&I Master Trust --
Moderate Balanced Fund as
a percentage of the total 1.83 %
==============
Dividend and interest income $ 179,817
Net appreciation in the fair
value of investments --
mutual funds 370,800
--------------
Total M&I Master Trust --
Moderate Balanced
Fund income $ 550,617
==============
9
M&I Master Trust -- Diversified Stock Fund
Investments -- whose fair
value is determined based
on quoted market prices --
mutual funds $ 23,233,811
--------------
Net assets of the M&I Master Trust --
Diversified Stock Fund $ 23,233,811
==============
Plan's interest in net assets
of the M&I Master Trust --
Diversified Stock Fund $ 94,238
==============
Plan's interest in M&I Master Trust --
Diversified Stock Fund as
a percentage of the total 0.41 %
==============
Dividend and interest income $ 227,035
Net appreciation in the fair
value of investments --
mutual funds 2,384,163
--------------
Total M&I Master Trust --
Diversified Stock
Fund income $ 2,611,198
==============
M&I Master Trust -- Common Stock Fund
Investments -- whose fair
value is determined based
on quoted market prices --
common stock $ 483,516,733
--------------
Net assets of the M&I Master Trust --
Common Stock Fund $ 483,516,733
==============
Plan's interest in net assets
of the M&I Master Trust --
Common Stock Fund $ 172,216
==============
Plan's interest in M&I Master Trust --
Common Stock Fund as a
percentage of the total 0.04 %
==============
Dividend and interest income $ 10,761,089
Net appreciation in the fair
value of investments -- mutual funds 48,675,405
--------------
Total M&I Master Trust --
Common Stock Fund income $ 59,436,494
==============
At December 31, 2006, the M&I Master Trust -- Common Stock Fund held
10,024,546 shares of common stock of the Corporation, the sponsoring
employer, with a cost basis of $142,705,068. During the year ended
December 31, 2006, the M&I Master Trust -- Common Stock Fund recorded
dividend income of $10,702,171.
5. FEDERAL INCOME TAX STATUS
The Plan is a Non-Standardized Prototype Plan ("Prototype Plan")
sponsored by the Trustee and adopted by the Corporation. The Plan has
not requested its own determination letter from the Internal Revenue
Service. However, the Corporation and Plan administrator believe that
the Plan is currently designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code and the Plan
continues to be tax-exempt. Therefore, no provision for income taxes
has been included in the Plan's financial statements.
10
6. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of mutual funds, a common
collective fund, and Master Trusts managed by the Trustee. The
Corporation is the trustee as defined by the Plan and, therefore,
these transactions qualify as exempt party-in-interest transactions.
Fees paid by the Plan for investment management services were
included as a reduction of the return earned on each fund.
7. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions set forth in
ERISA. In the event that the Plan is terminated, all participants
would be 100% vested in their accounts.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The reconciliation of net assets available for benefits and changes
in net assets available for benefits per the financial statements to
the Form 5500 as of and for the year ended December 31, 2006, is as
follows:
Statement of net assets available for benefits:
Net assets available for benefits
per the financial statements $ 3,181,404
Adjustments from contract value to
fair value for fully benefit-
responsive investment contracts (2,992)
--------------
Net assets available for benefits
per the Form 5500 -- at fair value $ 3,178,412
==============
Statement of changes in net assets available for benefits:
Decrease in net assets per
the financial statements $ (116,095)
Adjustment from contract value to
fair value for fully benefit-
responsive investment contracts (2,992)
--------------
Net loss per Form 5500 $ (119,087)
==============
10. SUBSEQUENT EVENT
In early April 2007, the Corporation announced its plan to separate
Marshall & Ilsley Corporation and Metavante Corporation into two
separate publicly traded companies. 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 transaction
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 impact of this proposed transaction
on the Plan is currently unknown.
* * * * * *
11
SUPPLEMENTAL SCHEDULE
12
MISSOURI STATE BANK & TRUST COMPANY RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i --
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
Description of Investment,
Including Maturity Date,
Rate of Interest, Collateral, Current
Issuer and Par or Maturity Value Value
---------------------- ------------------------------ -------------
M&I Master Trust --
Growth Balanced Fund* Master Trust $ 142,881
M&I Stable
Principal Fund* Common Collective Fund 240,679
M&I Master Trust -- Aggressive
Balanced Fund* Master Trust 33,025
Vanguard Institutional
Index Fund Registered Investment Company 423,755
M&I Master Trust -- Moderate
Balanced Fund* Master Trust 149,595
Goldman Sachs Small-Cap
Value Fund Registered Investment Company 211,873
Marshall Mid-Cap
Value Fund* Registered Investment Company 252,672
Nicholas Fund Registered Investment Company 8,729
Marshall Intermediate
Bond Fund* Registered Investment Company 96,516
Managers Special
Equity Fund Registered Investment Company 107,434
Marshall Mid-Cap
Growth Fund* Registered Investment Company 137,159
Marshall International
Stock Fund* Registered Investment Company 327,127
Marshall Large Cap
Value Fund* Registered Investment Company 147,482
M&I Master Trust -- Diversified
Stock Fund* Master Trust 94,238
M&I Master Trust -- Aggressive
Stock Fund* Master Trust 241,075
MFS Massachusetts
Growth Fund Registered Investment Company 53,505
Marshall Large Cap
Growth & Income Fund* Registered Investment Company 146,947
M&I Master Trust --
Common Stock Fund* Master Trust 172,216
Various participants* Participant Loans (at interest
rates of 5.25% - 7.50%) 11,735
------------
$ 3,178,643
============
* Represents party-in-interest
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
Missouri State Bank & Trust
Company Retirement Savings Plan
/s/ Dennis R. Salentine
____________________________
Dennis R. Salentine
Vice President,and
Director of Corporate
Benefits of the Marshall
& Ilsley Corporation
Date: June 29, 2007