<PAGE>
Registration No. 33-__________
As filed with the Securities and Exchange Commission on April 25, 1995
===============================================================================
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.)
770 North Water Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
_____________________________
MARSHALL & ILSLEY CORPORATION
1995 DIRECTORS 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, 500,000 N/A $10,093,750 $3,480.63
$1.00 par value
===============================================================================
(1) The registration fee was 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 21, 1995 on NASDAQ/NMS as reported
in the Midwest Edition of The Wall Street Journal on April 24, 1995.
===============================================================================
<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, 1994.
(b) 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 lawful or
no 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.
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
<PAGE>
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 1995 Directors Stock
Option Plan incorporated herein by reference to Appendix
A to the Registrant's 1995 Annual Meeting Proxy
Statement dated March 10, 1995.
5 Opinion of Godfrey & Kahn, S.C. regarding legality of
the Common Stock being registered.
23.1 Consent of Arthur Andersen L.L.P.
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
<PAGE>
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 21, 1995.
MARSHALL & ILSLEY CORPORATION
(Registrant)
By: /s/ J.B. Wigdale
------------------------------------
J. B. Wigdale, Chairman of the Board
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 21, 1995
- ---------------------------------------
J. B. Wigdale,
Chairman of the Board and a Director
(Chief Executive Officer)
/s/ G. H. Gunnlaugsson Date: April 21, 1995
- ---------------------------------------
G. H. Gunnlaugsson,
Executive Vice President and a Director
(Chief Financial Officer)
/s/ P. R. Justiliano Date: April 21, 1995
- ---------------------------------------
P. R. Justiliano,
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
Directors: Richard A. Abdoo, Oscar C. Boldt, J.P. Bolduc,
Wendell F. Bueche, J.F. Chait, Burleigh E. Jacobs,
Jack F. Kellner, Dennis J. Kuester, Edward L.
Meyer, Jr., Don R. O'Hare, San W. Orr, Jr., Peter
M. Platten, III, Stuart W. Tisdale, James O. Wright
and Gus A. Zuehlke.
By: /s/ M. A. Hatfield Date: April 21, 1995
-----------------------------------
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 1995 Directors
Stock Option Plan incorporated herein
by reference to Appendix A to the Registrant's
1995 Annual Meeting Proxy Statement dated March
10, 1995.
5 Opinion of Godfrey & Kahn, S.C. regarding
legality of the Common
Stock being registered.
23.1 Consent of Arthur Andersen L.L.P.
23.2 Consent of Godfrey & Kahn, S.C., included in
Exhibit 5.
24 Powers of Attorney for Directors of the Registrant.
PMK-M&I Form S-8 (3/95)
M&IS-8.PMK
03/30/95 jm
<PAGE>
EXHIBIT 5
April 17, 1995
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 500,000 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
11 of the Securities Act of 1933, as amended, or within the
<PAGE>
Marshall & Ilsley Corporation
April 17, 1995
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.
PMK/ica
PMK-M&I Form S-8 (3/95)
M&IS-8.PMK
03/30/95
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on
Form S-4 of our report dated January 27, 1995 in Marshall &
Ilsley Corporation's Annual Report on Form 10-K for the year
ended December 31, 1994 and to all references to our firm in
this Registration Statement.
/s/ Arthur Andersen, LLP
-------------------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
April 18, 1995.
PMK-M&I Form S-8 (3/95)
M&IS-8.PMK
03/30/95 jm
<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 the Marshall & Ilsley Corporation 1994 Long-Term Incentive
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 16th day of February, 1995.
/s/ Richard A. Abdoo
-------------------------------
Richard A. Abdoo
<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 1994 Long-Term Incentive
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 16th day of February, 1995.
/s/ Oscar C. Boldt
-------------------------------
Oscar C. Boldt
<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 1994 Long-Term Incentive
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 16th day of February, 1995.
/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 1994 Long-Term Incentive
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 16th day of February, 1995.
/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 1994 Long-Term Incentive
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 16th day of February, 1995.
/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 1994 Long-Term Incentive
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 16th day of February, 1995.
/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 1994 Long-Term Incentive
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 16th day of February, 1995.
/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 1994 Long-Term Incentive
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 16th day of February, 1995.
/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 1994 Long-Term Incentive
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 16th day of February, 1995.
/s/ D.J. Kuester
-------------------------------
D.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 1994 Long-Term Incentive
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 16th day of February, 1995.
/s/ Edward L. Meyer, Jr.
-------------------------------
Edward L. Meyer, Jr.
<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 1994 Long-Term Incentive
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 16th day of February, 1995.
/s/ San W. Orr, Jr.
-------------------------------
San W. Orr, Jr.
<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 1994 Long-Term Incentive
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 16th day of February, 1995.
/s/ Peter M. Platten, III
-------------------------------
Peter M. Platten, III
<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 1994 Long-Term Incentive
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, 1995.
/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 1994 Long-Term Incentive
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 16th day of February, 1995.
/s/ James O. Wright
-------------------------------
James O. Wright
<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 1994 Long-Term Incentive
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 16th day of February, 1995.
/s/ Gus A. Zuehlke
-------------------------------
Gus A. Zuehlke
