<PAGE>
Registration No. 33-__________
As filed with the Securities and Exchange Commission on April 15, 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)
______________________________________________________________
MARSHALL & ILSLEY CORPORATION 1993 EXECUTIVE 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
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be Registered Price Per Unit Offering Price Registration Fee
________________________________________________________________________________
Common Stock, 3,000,000 $20.75 $62,250,000 $21,465.52 (1)
$1.00 par value
================================================================================
(1) Registration fee calculated pursuant to Rule 457(c) and (h) under the
Securities Act of 1933. The registration fee is based on the average of
the high and low price of a share of Marshall & Ilsley Corporation common
stock on April 13, 1994 on NASDAQ/NMS as reported in the Midwest Edition
of The Wall Street Journal on April 14, 1994.
================================================================================
<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 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 (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.
<PAGE>
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
4 Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan.
5 Opinion of Godfrey & Kahn, S.C. regarding legality of the
Common Stock being registered.
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.
<PAGE>
(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
April 13, 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: April 13, 1994
J. B. Wigdale,
Chairman of the Board and a Director
(Principal Executive Officer)
/s/ G. H. Gunnlaugsson
________________________________________ Date: April 13, 1994
G. H. Gunnlaugsson,
Executive Vice President and a Director
(Principal Financial Officer)
/s/ P. R. Justiliano
________________________________________ Date: April 13, 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: April 13, 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
4 Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan incorporated by reference to the Registrant's
Registration Statement on Form S-4 (Reg. No. 33-51753).
5 Opinion of Godfrey & Kahn, S.C. regarding legality of the
Common Stock being registered.
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>
GODFREY & KAHN, S.C.
Attorneys at Law
780 North Water Street
Milwaukee, Wisconsin 53202-3590
(414) 273-3500 With Offices in:
FAX (414) 273-5198 Milwaukee, Wisconsin
Green Bay, Wisconsin
Madison, Wisconsin
Oshkosh, Wisconsin
Sheboygan, Wisconsin
April 14, 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 3,000,000 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
<PAGE>
Marshall & Ilsley Corporation
April 14, 1994
Page 2
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 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 Marshall & Ilsley
Corporation 1993 Executive Stock Option Plan.
/s/ Arthur Anderson & Co.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
April 11, 1994.
<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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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, 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th 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 the Marshall & Ilsley Corporation 1993 Executive Stock Option
Plan, 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 15th day of February, 1994.
/s/ James O. Wright
____________________________
James O. Wright
