<PAGE>
Registration No. 33-__________
As filed with the Securities and Exchange Commission on May 31, 1994
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MARSHALL & ILSLEY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Wisconsin 39-0968604
(State of Incorporation) (I.R.S. Employer Identification No.)
780 North Water Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
__________________________________________________________________
Valley Bancorporation 1992 Incentive Stock Plan*
Valley Bancorporation 1992 Outside Directors' Stock Option Plan*
Valley Bancorporation 1988 Nonqualified Stock Option Plan*
Valley Bancorporation 1986 Amended and Restated Stock Option Plan*
Community Banks, Inc. 1986 Incentive Stock Option Plan*
Community Banks, Inc. 1984 Incentive Stock Option Plan*
Community Banks, Inc. 1983 Incentive Stock Option Plan*
__________________________________________________________________
M. A. Hatfield
Marshall & Ilsley Corporation
770 North Water Street
Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 765-7801
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Price Per Offering Registration
to be Registered be Registered Unit (1) Price Fee (1)
_______________________________________________________________________________
Common Stock, 1,460,449 $4.03-$15.38 $16,057,941 $5,537.22 (1)
$1.00 par value
===============================================================================
(1) Registration fee calculated pursuant to Rule 457(h) under the Securities
Act of 1933. The registration fee is based on the aggregate exercise
price for the shares underlying the outstanding options as of May 24,
1994. There will be no further grants under the Plans. The per share
exercise prices, as adjusted, range from $4.03 to $15.38.
===============================================================================
*Plans were assumed by Marshall & Ilsley Corporation as of May 31, 1994
in connection with the merger of Valley Bancorporation with and into
Marshall & Ilsley Corporation.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
(b) The Registrant's Current Report on Form 8-K dated February 23,
1994.
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1994.
(d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all shares offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 180.0851 of the Wisconsin Business Corporation Law (the
"WBCL") requires a corporation to indemnify a director or officer, to the extent
such person is successful on the merits or otherwise in the defense of a
proceeding, for all reasonable expenses incurred in the proceeding, if such
person was a party to such proceeding because he or she was a director or
officer of the corporation. In cases where a director or officer is not
successful on the merits or otherwise in the defense of a proceeding, a
corporation is required to indemnify a director or officer against liability
incurred by the director or officer in a proceeding if such person was a party
to such proceeding because he or she is a director or officer of the corporation
unless it is determined that he or she breached or failed to perform a duty owed
to the corporation and such breach or failure to perform constitutes: (i) a
willful failure to deal fairly with the corporation or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the director or
officer had reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct.
Section 180.0858 of the WBCL provides that subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under a corporation's articles of incorporation or by-laws, a
written agreement between the director or officer and the corporation; or a
resolution of the board of directors or the shareholders.
Unless otherwise provided in the articles of incorporation or
by-laws, or by written agreement between the director or officer and the
corporation, an officer or director seeking indemnification is entitled to
indemnification if approved in any of the following manners as specified in
Section 180.0855 of the WBCL: (i) by majority vote of a disinterested quorum of
the board of directors; (ii) by independent legal counsel chosen by a quorum of
disinterested directors or its committee; (iii) by a panel of three arbitrators
<PAGE>
(one of which is chosen by a quorum of disinterested directors); (iv) by the
vote of the shareholders; (v) by a court; or (vi) by any other method permitted
in Section 180.0858 of the WBCL.
Reasonable expenses incurred by a director or officer who is a party
to a proceeding may be reimbursed by a corporation, pursuant to Section 180.0853
of the WBCL, at such time as the director or officer furnishes to the
corporation written affirmation of his good faith that he has not breached or
failed to perform his duties; and written confirmation to repay any amounts
advanced if it is determined that indemnification by the corporation is not
required.
Section 180.0859 of the WBCL provides that it is the public policy
of the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
any proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.
As permitted by Section 180.0858, the Registrant has adopted
indemnification provisions in its by-laws which closely track the statutory
indemnification provisions with certain exceptions. In particular, Section 7.1
of the Registrant's by-laws, among other items, provides that (i) an individual
shall be indemnified unless it is proven by a final judicial adjudication that
indemnification is prohibited and (ii) payment or reimbursement of expenses,
subject to certain limitations, will be mandatory rather than permissive. The
Registrant has purchased directors' and officers' liability insurance which has
coverage limits of $40 million per occurrence and insures the Registrant's
officers and directors against certain liabilities which may arise under the
Securities Act of 1933.
Item 8. Exhibits
--------
5 Opinion of Godfrey & Kahn, S.C. regarding legality of
the Common Stock being registered.
10.1 Marshall and Ilsley Corporation Assumption Agreement
dated May 31, 1994 assuming rights, obligations and
interests of Valley Bancorporation under various stock
option plans (all relevant annexes incorporated by
reference in Exhibits 10.2 through 10.8)
10.2 Valley Bancorporation 1992 Incentive Stock Plan
incorporated herein by reference to Exhibit A to Valley
Bancorporation's 1992 Annual Meeting Proxy Statement
dated March 25, 1992 (the "March 25, 1992 Proxy
Statement")
10.3 Valley Bancorporation 1992 Outside Directors' Stock
Option Plan incorporated herein by reference to Exhibit
B to the March 25, 1992 Proxy Statement
10.4 Valley Bancorporation 1988 Nonqualified Stock Option
Plan incorporated herein by reference to Exhibit A to
Valley Bancorporation's 1988 Annual Meeting Proxy
Statement dated March 22, 1988
10.5 Valley Bancorporation 1986 Amended and Restated Stock
Option Plan incorporated herein by reference to Exhibit
A to Valley Bancorporation's 1987 Annual Meeting Proxy
Statement dated March 30, 1987
10.6 Community Banks, Inc. 1986 Incentive Stock Option Plan
incorporated herein by reference to Exhibit 19.3(a) to
Valley Bancorporation's 10-Q for the quarter ended
September 30, 1987 (the "September 30, 1987 10-Q")
10.7 Community Banks, Inc. 1984 Incentive Stock Option Plan
incorporated herein by reference to Exhibit 19.3(a) to
the September 30, 1987 10-Q
<PAGE>
10.8 Community Banks, Inc. 1983 Incentive Stock Option Plan
incorporated herein by reference to Exhibit 19.3(a) to
the September 30, 1987 10-Q
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Godfrey & Kahn, S.C., included in Exhibit 5.
24 Powers of Attorney for Directors of the Registrant.
Item 9. Undertakings
------------
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6 or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on May 27, 1994.
MARSHALL & ILSLEY CORPORATION
By: /s/ J. B. Wigdale
-----------------------------------
J. B. Wigdale, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on the dates indicated.
/s/ J. B. Wigdale Date: May 27, 1994
- ---------------------------------------
J. B. Wigdale,
Chairman of the Board and a Director
(Principal Executive Officer)
/s/ G. H. Gunnlaugsson Date: May 27, 1994
- ---------------------------------------
G. H. Gunnlaugsson,
Executive Vice President and a Director
(Principal Financial Officer)
/s/ P. R. Justiliano Date: May 27, 1994
- ---------------------------------------
P. R. Justiliano,
Vice President and Corporate Controller
(Principal Accounting Officer)
Directors: J. P. Bolduc, Wendell F. Bueche, J. F. Chait, Glenn A.
Francke, Burleigh E. Jacobs, Jack F. Kellner, James F. Kress,
Dennis J. Kuester, Don R. O'Hare, J. A. Puelicher, Stuart W.
Tisdale and James O. Wright
By: /s/ M.A. Hatfield Date: May 27, 1994
- ---------------------------------------
M.A. Hatfield, As Attorney-in-Fact*
* Pursuant to authority granted by powers of attorney, copies of which are
filed herewith.
<PAGE>
EXHIBIT INDEX
Exhibits
5 Opinion of Godfrey & Kahn, S.C. regarding legality of the
Common Stock being registered.
10.1 Marshall and Ilsley Corporation Assumption Agreement dated
May 31, 1994 assuming rights, obligations and interests of
Valley Bancorporation under various stock option plans (all
relevant annexes incorporated by reference in Exhibits 10.2
through 10.8)
10.2 Valley Bancorporation 1992 Incentive Stock Plan incorporated
herein by reference to Exhibit A to Valley Bancorporation's
1992 Annual Meeting Proxy Statement dated March 25, 1992 (the
"March 25, 1992 Proxy Statement")
10.3 Valley Bancorporation 1992 Outside Directors' Stock Option
Plan incorporated herein by reference to Exhibit B to the
March 25, 1992 Proxy Statement
10.4 Valley Bancorporation 1988 Nonqualified Stock Option Plan
incorporated herein by reference to Exhibit A to Valley
Bancorporation's 1988 Annual Meeting Proxy Statement dated
March 22, 1988
10.5 Valley Bancorporation 1986 Amended and Restated Stock Option
Plan incorporated herein by reference to Exhibit A to Valley
Bancorporation's 1987 Annual Meeting Proxy Statement dated
March 30, 1987
10.6 Community Banks, Inc. 1986 Incentive Stock Option Plan
incorporated herein by reference to Exhibit 19.3(a) to Valley
Bancorporation's 10-Q for the quarter ended September 30,
1987 (the "September 30, 1987 10-Q")
10.7 Community Banks, Inc. 1984 Incentive Stock Option Plan
incorporated herein by reference to Exhibit 19.3(a) to the
September 30, 1987 10-Q
10.8 Community Banks, Inc. 1983 Incentive Stock Option Plan
incorporated herein by reference to Exhibit 19.3(a) to the
September 30, 1987 10-Q
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Godfrey & Kahn, S.C., included in Exhibit 5.
24 Powers of Attorney for Directors of the Registrant.
<PAGE>
EXHIBIT 5
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
May 31, 1994
Marshall & Ilsley Corporation
770 North Water Street
Milwaukee, Wisconsin 53202
Gentlemen:
We have acted as your counsel in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the offer and sale by you
of up to 1,460,449 shares of common stock, $1.00 par value, (the
"Shares"), in the manner set forth in the Registration
Statement.
We have examined: (a) the Registration Statement, (b)
the Company's Restated Articles of Incorporation, and By-Laws,
as amended to date, (c) certain resolutions of the Company's
Board of Directors, and (d) such other proceedings, documents
and records as we have deemed necessary to enable us to render
this opinion.
Based on the foregoing, we are of the opinion that the
Shares, when sold as contemplated in the Registration Statement,
will be duly authorized and validly issued, fully paid and
nonassessable except to the extent provided in Section
180.0622(2)(b) of the Wisconsin Statutes, or any successor
provision, which provides that shareholders of a corporation
organized under Chapter 180 of the Wisconsin Statutes may be
assessed up to the par value of their shares to satisfy the
obligations of such corporation to its employees for services
rendered, but not exceeding six months service in the case of
any individual employee; certain Wisconsin courts have
interpreted "par value" to mean the full amount paid by the
purchaser of shares upon the issuance thereof.
We consent to the use of this opinion as an exhibit to
the Registration Statement. In giving this consent, however, we
do not admit that we are "experts" within the meaning of Section
11 of the Securities Act of 1933, as amended, or within the
category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
------------------------
GODFREY & KAHN, S.C.
<PAGE>
EXHIBIT 10.1
ASSUMPTION AGREEMENT
WHEREAS, Valley Bancorporation ("Valley") will be
merged with and into Marshall & Ilsley Corporation ("M&I") (the
"Merger") and, upon the successful completion of such Merger, M&I
shall be the surviving corporation;
WHEREAS, Valley currently sponsors a 1992 Incentive
Stock Plan, a copy of which is attached hereto as Annex A, a 1992
Outside Directors' Stock Option Plan, a copy of which is attached
hereto as Annex B, a 1988 Nonqualified Stock Option Plan, a copy
of which is attached hereto as Annex C, a 1986 Amended and
Restated Stock Option Plan, a copy of which is attached hereto
as Annex D, and a 1984 Incentive Stock Option Plan (under which
there are no options outstanding), a copy of which is attached
hereto as Annex E, and has assumed the obligations of Community
Banks, Inc. ("Community") under outstanding options granted
under Community's 1983, 1984, and 1986 Incentive Stock Option
Plans, as amended, copies of which are attached hereto as Annex F
(collectively, the "Plans") for the benefit of certain employees
of Valley and certain of its subsidiaries; and
WHEREAS, conditioned upon the effectiveness of the
Merger (the "Effective Time"), M&I desires to assume all of the
rights, obligations and interests of Valley under the Plans to
the extent that options are outstanding under the Plans at the
Effective Time and desires that options over Valley common stock
be exercisable on the same terms and conditions (taking into
account the exchange ratio of 1.72 shares of M&I common stock
for each share of Valley common stock) over shares of M&I common
stock.
NOW, THEREFORE, pursuant to Section 6.4 and Annex C of
the Agreement and Plan of Merger dated September 19, 1993 between
Valley and M&I, M&I agrees as follows:
1. Assumption. At the Effective Time, M&I hereby
assumes all of the rights, obligations and interests of Valley in
the Plans.
2. Substitution of Shares. M&I hereby agrees that,
at the Effective Time, each outstanding option issued pursuant
to the Plans shall be deemed to constitute an option to acquire,
on the same terms and conditions as were applicable under such
option (including, without limitation, the time periods allowed
for exercise), a number of shares of M&I common stock equal to
1.72 times the number of shares of Valley common stock subject to
<PAGE>
such option, at a price per share equal to the aggregate exercise
price for the shares subject to such option divided by the number
of shares of M&I common stock purchasable pursuant to such
assumed option.
3. Language. Except where clearly indicated otherwise
by the documents, at the Effective Time, under the Plans all
references to Valley shall be deemed to be references to M&I and
all references to shares of Valley common stock shall be deemed
to be references to shares of M&I common stock.
4. Condition. If the Merger is terminated for any
reason prior to the Effective Time, this Agreement shall
terminate and be of no force or effect whatsoever.
5. Governing Law. This Assumption Agreement shall be
governed by and construed and interpreted in accordance with the
internal laws of the State of Wisconsin.
Dated May 31, 1994.
MARSHALL & ILSLEY CORPORATION
By: /s/ J.B. Wigdale
----------------------------
J.B. Wigdale,
Chairman of the Board and
Chief Executive Officer
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated January 28, 1994
in the Annual Report on Form 10-K for the year ended December 31,
1993 of Marshall & Ilsley Corporation in the Registration
Statement on Form S-8 pertaining to the Valley Bancorporation
1992 Incentive Stock Plan, the Valley Bancorporation 1992 Outside
Directors' Stock Option Plan, the Valley Bancorporation 1988
Nonqualified Stock Option Plan, the Valley Bancorporation 1986
Amended and Restated Stock Option Plan, the Community Banks, Inc.
1986 Incentive Stock Option Plan, the Community Banks, Inc. 1984
Incentive Stock Option Plan, and the Community Banks, Inc. 1983
Incentive Stock Option Plan.
/s/ ARTHUR ANDERSON & CO.
-----------------------------
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
May 25, 1994.
<PAGE>
EXHIBIT 24
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ J.P. Bolduc
-----------------------------------
J.P. Bolduc
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
Dated this 22nd day of February, 1994.
/s/ Wendell F. Bueche
-----------------------------------
Wendell F. Bueche
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ J.F. Chait
-----------------------------------
J.F. Chait
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ Glenn A. Francke
-----------------------------------
Glenn A. Francke
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale and M.A. Hatfield, with the power
of substitution, the true and lawful attorney-in-fact of the
undersigned to sign for him in his name, place and stead, in any
and all capacities, the Registration Statement on Form S-8 of
Marshall & Ilsley Corporation relating to any stock option plans
of Valley Bancorporation assumed by Marshall & Ilsley Corporation
pursuant to the Agreement and Plan of Merger dated as of
September 19, 1993 between Marshall & Ilsley Corporation and
Valley Bancorporation, and any and all amendments (including
post-effective amendments) and/or supplements to said Form S-8,
generally to do all such things in his name and behalf in his
capacity as a director to enable Marshall & Ilsley Corporation to
comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming his signature as it
may be signed by said attorney-in-fact to said Form S-8 and any
and all amendments (including post-effective amendments) and/or
supplements thereto.
Dated this 22nd day of February, 1994.
/s/ G.H. Gunnlaugsson
-----------------------------------
G.H. Gunnlaugsson
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ Burleigh E. Jacobs
-----------------------------------
Burleigh E. Jacobs
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ Jack F. Kellner
-----------------------------------
Jack F. Kellner
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ James F. Kress
-----------------------------------
James F. Kress
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ Dennis J. Kuester
-----------------------------------
Dennis J. Kuester
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ Don R. O'Hare
-----------------------------------
Don R. O'Hare
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ J.A. Puelicher
-----------------------------------
J.A. Puelicher
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ Stuart W. Tisdale
-----------------------------------
Stuart W. Tisdale
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-8 of Marshall & Ilsley Corporation relating
to any stock option plans of Valley Bancorporation assumed by
Marshall & Ilsley Corporation pursuant to the Agreement and Plan
of Merger dated as of September 19, 1993 between Marshall &
Ilsley Corporation and Valley Bancorporation, and any and all
amendments (including post-effective amendments) and/or supple-
ments to said Form S-8, generally to do all such things in his
name and behalf in his capacity as a director to enable Marshall
& Ilsley Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and con-
firming his signature as it may be signed by said attorney-in-
fact to said Form S-8 and any and all amendments (including post-
effective amendments) and/or supplements thereto.
Dated this 22nd day of February, 1994.
/s/ James O. Wright
-----------------------------------
James O. Wright
