MI Marshall & Ilsley Corp

As filed with the Securities and Exchange Commission on July 6, 2011

File No. 333-169530

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MARSHALL & ILSLEY CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin

(State or other jurisdiction of incorporation or organization)

20-8995389

(I.R.S. Employer Identification Number)

c/o BMO Financial Corp.

111 West Monroe Street

P.O. Box 755

Chicago, Illinois, USA 60690

Tel: +1 312-461-7745

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Marshall & Ilsley Corporation Amended and Restated Executive Deferred Compensation Plan

Marshall & Ilsley Corporation 2005 Executive Deferred Compensation Plan

(Full title of the plan)

Colleen Hennessy

111 West Monroe Street

P.O. Box 755

Chicago, Illinois, USA 60690

Tel: +1 312-461-7745

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”), relates to the Registration Statement on Form S-8 (File No. 333-169530) (the “Registration Statement”), which was initially filed with the Securities and Exchange Commission by Marshall & Ilsley Corporation, a Wisconsin corporation (“M&I”), and became effective on September 22, 2010. The Registration Statement registered 2,000,000 shares of M&I’s common stock, par value $1.00 per share (the “Common Stock”) for issuance pursuant to the Marshall & Ilsley Corporation Amended and Restated Executive Deferred Compensation Plan (the “Amended and Restated Plan”) and the Marshall & Ilsley Corporation 2005 Executive Deferred Compensation Plan (the “2005 Plan”) and $20,000,000 in Deferred Compensation Obligations of Marshall & Ilsley Corporation pursuant to the 2005 Plan. This Post-Effective Amendment is being filed for the sole purpose of terminating the Registration Statement and deregistering any unissued shares previously registered under the Registration Statement and issuable under the Amended and Restated Plan or the 2005 Plan and deregistering the Deferred Compensation Obligations under the 2005 Plan.

On July 5, 2011, pursuant to an Agreement and Plan of Merger, dated December 17, 2010, as supplemented and amended, by and among M&I, Bank of Montreal (“BMO”) and Mike Merger Sub, LLC, an indirect wholly-owned subsidiary of BMO (“Merger Sub”), M&I merged with and into Merger Sub, with Merger Sub as the surviving entity (the “Initial Merger”). Immediately thereafter, Merger Sub merged with and into Harris Financial Corp., a Delaware corporation and Merger Sub’s direct parent (“BFC”), with BFC as the surviving corporation, which was renamed “BMO Financial Corp.” pursuant to the certificate of merger (collectively with the Initial Merger, the “Mergers”).

As a result of the Mergers, BFC, as successor to M&I by virtue of the Mergers, has terminated all offerings of M&I’s securities pursuant to its registration statements, including the Registration Statement. BFC hereby removes from registration, by means of this Post-Effective Amendment, any and all unissued shares of Common Stock and the Deferred Compensation Obligations registered under the Registration Statement as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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