<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c) or
section 240.14a-12
MARSHALL & ILSLEY CORPORATION
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)
(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
_____________________________________________________
2) Aggregate number of securities to which transaction
applies:
_____________________________________________________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
_____________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________
5) Total Fee paid:
_____________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
_____________________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________________
3) Filing Party:
_____________________________________________________
4) Date Filed:
_____________________________________________________
<PAGE> 2
MARSHALL & ILSLEY CORPORATION
770 NORTH WATER STREET
MILWAUKEE, WISCONSIN 53202
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 23, 1996
TO THE SHAREHOLDERS OF MARSHALL & ILSLEY CORPORATION:
The 1996 Annual Meeting of Shareholders of Marshall & Ilsley Corporation
will be held at the M&I Marshall & Ilsley Bank, 770 North Water Street,
Milwaukee, Wisconsin, on Tuesday, April 23, 1996 at 10:00 a.m., local time, for
the following purposes:
(1) To elect six Directors to serve until the 1999 Annual Meeting of
Shareholders and until their successors are elected and qualified; and
(2) To transact such other business as may properly come before the Annual
Meeting, all in accordance with the accompanying Proxy Statement.
Shareholders of record at the close of business on March 4, 1996 are
entitled to notice of and to vote at the Annual Meeting.
HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES MUST BE PRESENT IN PERSON
OR BY PROXY IN ORDER FOR THE MEETING TO BE HELD. THEREFORE, SHAREHOLDERS ARE
URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE
WHETHER OR NOT THEY EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON. IF YOU ATTEND
THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO BY REVOKING
YOUR PROXY AT ANY TIME PRIOR TO THE VOTING THEREOF.
M. A. HATFIELD, Senior Vice President
and Secretary
March 8, 1996
<PAGE> 3
MARSHALL & ILSLEY CORPORATION
770 NORTH WATER STREET
MILWAUKEE, WISCONSIN 53202
MARCH 8, 1996
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Marshall &
Ilsley Corporation (the "Company" or "M&I") for use at the Annual Meeting of
Shareholders to be held on Tuesday, April 23, 1996 (the "Annual Meeting"). At
the Annual Meeting, the shareholders of the Company will elect six Class III
Directors, each of whom will hold office until April 1999, and with respect to
each Director, until his successor is elected and qualified.
The expense of printing and mailing proxy materials, including expenses
involved in forwarding materials to beneficial owners of common stock held in
the name of another person, will be borne by the Company. No solicitation other
than by mail is contemplated, except that officers or employees of the Company
or its subsidiaries may solicit the return of proxies from certain shareholders
by telephone. In addition, the Company has retained Georgeson & Company Inc. to
assist in the solicitation of proxies for a fee of approximately $6,000. The
Proxy Statement and the accompanying Proxy are being sent to the Company's
shareholders commencing on March 8, 1996.
Each shareholder of record at the close of business on March 4, 1996 will
be entitled to one vote for each share of common stock registered in such
shareholder's name. The Company has two classes of capital stock outstanding:
its $1.00 par value common stock (the "Common Stock") and its non-voting Series
A preferred stock (the "Preferred Stock"). As of March 4, 1996, the Company had
outstanding 92,685,907 shares of Common Stock and 348,944 shares of Preferred
Stock. The presence, in person or by proxy, of the holders of a majority of the
shares of the Common Stock outstanding on the record date is required for a
quorum with respect to the matters on which action is to be taken at the Annual
Meeting.
Any shareholder executing and delivering the enclosed proxy may revoke the
same at any time prior to the voting thereof by written notice of revocation
given to the Secretary of the Company.
The Company has instituted the Dividend Reinvestment and Cash Investment
Plan (the "Reinvestment Plan") administered by The First National Bank of
Boston, as Trustee. Under the provisions of the Reinvestment Plan, shares of
Common Stock are acquired and held in nominee name by The First National Bank of
Boston for participating shareholders. Shares so held have been separately
designated on the proxy card pertaining to each participant and will be voted at
the Annual Meeting in the same manner in which the participant votes those
shares registered in his or her own name either by proxy or in person.
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, is included with this Proxy Statement.
UNLESS OTHERWISE DIRECTED, ALL PROXIES WILL BE VOTED FOR THE ELECTION OF
EACH OF THE INDIVIDUALS NOMINATED TO SERVE AS A CLASS III DIRECTOR. ABSTENTIONS
AND BROKER NON-VOTES (I.E., PROXIES FROM BROKERS OR NOMINEES INDICATING THAT
SUCH PERSONS HAVE NOT RECEIVED INSTRUCTIONS FROM THE BENEFICIAL OWNERS TO VOTE
SHARES AS TO A MATTER WITH RESPECT TO WHICH THE BROKERS OR NOMINEES DO NOT HAVE
DISCRETIONARY POWER TO VOTE) WILL BE TREATED AS PRESENT FOR PURPOSES OF
DETERMINING A QUORUM. DIRECTORS ARE ELECTED BY A PLURALITY OF THE VOTES CAST BY
HOLDERS OF THE COMPANY'S COMMON STOCK ENTITLED TO VOTE AT A MEETING AT WHICH A
QUORUM IS PRESENT. IN OTHER WORDS, THE SIX DIRECTORS WHO RECEIVE THE LARGEST
NUMBER OF VOTES WILL BE ELECTED AS DIRECTORS. ANY SHARES NOT VOTED, WHETHER BY
WITHHELD AUTHORITY, BROKER NON-VOTE OR OTHERWISE, WILL HAVE NO EFFECT IN THE
ELECTION OF DIRECTORS EXCEPT TO THE EXTENT THAT THE FAILURE TO VOTE FOR AN
INDIVIDUAL RESULTS IN ANOTHER INDIVIDUAL RECEIVING A LARGER NUMBER OF VOTES. ANY
VOTES ATTEMPTED TO BE CAST "AGAINST" A CANDIDATE ARE NOT GIVEN LEGAL EFFECT AND
ARE NOT COUNTED AS VOTES CAST IN AN ELECTION OF DIRECTORS.
1
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists as of March 4, 1996 information regarding the
beneficial ownership of shares of Common Stock by each director and named
executive officer of the Company, by each person believed by the Company to be a
beneficial owner of more than 5% of Common Stock, and by all directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND NATURE OF
ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
------------------------------------- ------------------------ --------
<S> <C> <C>
Marshall & Ilsley Trust Company 8,728,700(2) 9.42%
1000 North Water Street
Milwaukee, WI 53202
The Northwestern Mutual Life 8,665,374(3) 8.63%
Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Richard A. Abdoo 5,600(4) *
Oscar C. Boldt 87,498(5) *
J.P. Bolduc 2,500(6) *
Wendell F. Bueche 15,500(4) *
Jon F. Chait 55,793(7) *
J.L. Delgadillo 40,000(8) *
Glenn A. Francke 192,783(6) *
G.H. Gunnlaugsson 296,498(9) *
Burleigh E. Jacobs 42,500(6) *
Jack F. Kellner 495,702(4) *
James F. Kress 13,000(6) *
D.J. Kuester 428,420(10) *
Edward L. Meyer, Jr. 23,614(11) *
Don R. O'Hare 11,100(7) *
San W. Orr, Jr. 269,236(12) *
P. M. Platten, III 412,572(13) *
J.A. Puelicher 612,600(14) *
Stuart W. Tisdale 11,280(7) *
J.B. Wigdale 634,035(15) *
James O. Wright 10,720(16) *
Gus A. Zuehlke 161,760(17) *
</TABLE>
All directors and executive officers of the Company as a group (27 persons,
including the above) own 4,240,135 shares of Common Stock or 4.57% of the total
Common Stock outstanding.(18)
- ---------------
* less than 1%
(1) Except as indicated below, all shares shown in the table are owned with
sole voting and investment power.
(2) This information is based on Amendment No. 15 to Schedule 13-G dated
February 14, 1996. All such shares are owned by Marshall & Ilsley Trust
Company (the "Trust Company") as trustee or in other fiduciary capacities.
The Trust Company has no economic interest in such shares. Of these shares,
the Trust Company has sole voting power as to 4,848,516 shares
(approximately 5.23%), and shared voting power as to 144,126 shares (less
than 1.0%); sole investment power as to 7,388,406 shares (approximately
7.97%), and shared investment power as to 1,174,337 shares (approximately
1.27%). The Company owns all of the issued and outstanding capital stock of
the Trust Company.
2
<PAGE> 5
(3) This information is based on Amendment No. 8 to Schedule 13-G dated
February 8, 1995. Of the shares held, 3,844,229 shares of Common Stock may
be acquired upon conversion of the Company's 8 1/2% Convertible
Subordinated Notes Due 1997 (the "Notes") held by The Northwestern Mutual
Life Insurance Company ("NML"). NML also holds 988,188 shares of Common
Stock and 348,944 shares of Preferred Stock. NML has sole voting and
investment power as to all such shares, subject to the terms and conditions
of a certain Investment Agreement (the "Investment Agreement") between the
Company and NML dated August 30, 1985. NML may exchange shares of Common
Stock, regardless of how they were acquired, for shares of Preferred Stock.
The Preferred Stock is non-voting and convertible into 3,832,957 shares of
Common Stock at the same ratio that the Common Stock was exchanged for the
Preferred Stock. The Investment Agreement provides for the purchase by NML
of up to 24.9%, on a fully diluted basis, of the Common Stock. Purchases
may take the form of Common Stock, Preferred Stock, notes or other
securities of the Company (together with the Notes, the "Securities") at
such prices as may be agreed upon by the parties from time to time.
Pursuant to the Investment Agreement, on December 31, 1985, NML purchased
$50 million in principal amount of the Notes. On May 26, 1994, NML
surrendered $16,363,000 in principal amount of the Notes in exchange for
1,870,057 shares of Common Stock which were exchanged for 163,630 shares of
Preferred Stock. The Notes are callable by the Company at par. The
Investment Agreement restricts in certain respects NML's right to transfer,
acquire and vote any Securities. Under certain conditions, NML may require
the Company to repurchase its stock at not less than prescribed prices
after a "Change-in-Control" or upon the occurrence of a "Business
Combination" (as such terms are defined in the Investment Agreement). For
further information concerning the Investment Agreement, the Notes and the
Preferred Stock, reference is hereby made to the Company's Current Reports
on Form 8-K dated May 20, 1985, August 30, 1985 and January 2, 1986.
(4) Includes 5,000 shares which could be acquired pursuant to the exercise of
stock options within sixty days of March 4, 1996.
(5) Includes 32,041 shares held by Mr. Boldt's family as to which he disclaims
beneficial ownership and 15,400 shares which could be acquired pursuant to
the exercise of stock options within sixty days of March 4, 1996.
(6) Includes 2,500 shares which could be acquired pursuant to the exercise of
stock options within sixty days of March 4, 1996.
(7) Includes 7,500 shares which could be acquired pursuant to the exercise of
stock options within sixty days of March 4, 1996.
(8) Includes 19,000 shares which could be acquired pursuant to the exercise of
stock options within sixty days of March 4, 1996.
(9) Includes 2,700 shares held by Mr. Gunnlaugsson's family as to which he
disclaims beneficial ownership and 190,000 shares which could be acquired
pursuant to the exercise of stock options within sixty days of March 4,
1996.
(10) Includes 275,000 shares which could be acquired pursuant to the exercise of
stock options within sixty days of March 4, 1996.
(11) Includes 1,282 shares held by Mr. Meyer's family as to which he disclaims
beneficial ownership and 20,400 shares which could be acquired pursuant to
the exercise of stock options within sixty days of March 4, 1996.
(12) Includes 250,297 shares held by trusts for which Mr. Orr exercises shared
voting and investment power and as to which Mr. Orr disclaims beneficial
ownership, and 7,500 shares which could be acquired pursuant to the
exercise of stock options within sixty days of March 4, 1996.
(13) Includes 5,443 shares held by Mr. Platten's family as to which he disclaims
beneficial ownership, 189,409 shares as to which Mr. Platten exercises sole
voting power, and 75,000 shares which could be acquired pursuant to the
exercise of stock options within sixty days of March 4, 1996.
(14) Includes 141,556 shares as to which Mr. Puelicher exercises sole voting
power, and 450,000 shares which could be acquired pursuant to the exercise
of stock options within sixty days of March 4, 1996.
3
<PAGE> 6
(15) Includes 11,550 shares held by Mr. Wigdale's family as to which he
disclaims beneficial ownership and 326,000 shares which could be acquired
pursuant to the exercise of stock options within sixty days of March 4,
1996.
(16) Includes 5,000 shares which could be acquired pursuant to the exercise of
stock options within sixty days of March 4, 1996 and 500 shares owned by
Badger Meter Foundation as to which Mr. Wright disclaims beneficial
ownership.
(17) Includes 11,771 shares held by Mr. Zuehlke's family as to which he
disclaims beneficial ownership, 45,819 shares as to which Mr. Zuehlke
exercises sole voting power, and 15,400 shares which could be acquired
pursuant to the exercise of stock options within sixty days of March 4,
1996.
(18) Includes 80,600 shares of restricted stock as to which the holders exercise
sole voting power and 1,648,700 shares which could be acquired pursuant to
the exercise of stock options within sixty days of March 4, 1996.
ELECTION OF DIRECTORS
The Company's Restated Articles of Incorporation provide that the Company's
Directors are divided into three classes, designated Class I, Class II and Class
III, with staggered terms of three years each. At the Annual Meeting,
shareholders will elect six Class III Directors to serve until the Company's
1999 Annual Meeting of Shareholders and until their successors are elected and
qualified. Each Class III Director's term expires at the 1996 Annual Meeting.
The following table sets forth certain information with regard to each of the
nominees for election as a Director as well as each of the Company's continuing
Class I and Class II Directors.
4
<PAGE> 7
NOMINEES STANDING FOR ELECTION
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND DIRECTORSHIPS
- ------------------------- ------------------------------------------------------------------
<S> <C>
Class III Directors (terms expiring April 1996)
Oscar C. Boldt Chairman and Chief Executive Officer, The Boldt Group, Inc.,
Age 71 subsidiaries in general contracting, development and related
businesses. A Director since May 1994.
J.P. Bolduc Chairman and Chief Executive Officer of JPB Enterprises, Inc., a
Age 56 diversified holding company with interests in the food, beverage,
real estate, retail and manufacturing industries, since March
1995; Director from 1986 through March 1995, President and Chief
Executive Officer, January 1993 to March 1995, President and Chief
Operating Officer, August 1990 to January 1993, W.R. Grace & Co.
Also a director of Sundstrand Corporation, Newmont Mining
Corporation, Brothers Gourmet Coffees, Inc. and Unisys
Corporation. A Director since 1987.
Glenn A. Francke Retired; Chairman of the Board, 1971 through January 1987, M&I
Age 74 Northern Bank, a subsidiary of the Company. A Director since 1960.
Burleigh E. Jacobs Chairman of the Board, Chief Executive Officer and Director, Grede
Age 76 Foundries, Inc., a manufacturer of grey and ductile iron, steel,
and alloyed castings. A Director since 1967.
James F. Kress Chairman, Green Bay Packaging, Inc., a manufacturer of corrugated
Age 66 and packaging materials. A Director since 1986.
Gus A. Zuehlke Chairman, Valley Bancorporation until May 1994; Chairman, Valley
Age 74 Bank, Appleton, Wisconsin, until May 1994. A Director since May
1994.
</TABLE>
CONTINUING DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND DIRECTORSHIPS
- ------------------------- ------------------------------------------------------------------
<S> <C>
Class I Directors (terms expiring in April 1997)
Richard A. Abdoo Chairman of the Board, President and Chief Executive Officer,
Age 52 Wisconsin Energy Corporation, a holding company with subsidiaries
in utility and nonutility businesses. Also a director of ARI
Network Services, Inc. and United Wisconsin Services, Inc. A
Director since July 1994.
Wendell F. Bueche Chairman since August 1994, President, February 1993 to August
Age 65 1994, Chief Executive Officer and Director, February 1993 to
present, IMC Global, Inc. Also a director of WICOR, Inc. A
Director since 1983.
G.H. Gunnlaugsson Executive Vice President and Chief Financial Officer of the
Age 51 Company since 1987; Vice President of M&I Marshall & Ilsley Bank
since 1976; Director, M&I Data Services. A Director since February
1994.
Jack F. Kellner Retired; Chairman of the Board from July 1991 to September 1994,
Age 79 President, Chief Executive Officer and Director until July 1991,
Western Industries, Inc., a manufacturer of metal stampings and
sheet metal fabrication. A Director since 1976.
P. M. Platten, III Vice Chairman of the Board of the Company since May 1994;
Age 56 President and Chief Executive Officer, January 1989 to May 1994,
Valley Bancorporation. A Director since May 1994.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND DIRECTORSHIPS
- ------------------------- ------------------------------------------------------------------
<S> <C>
J.B. Wigdale Chairman of the Board of the Company from December 1992 to
Age 59 present, Chief Executive Officer of the Company from October 1992
to present, Vice Chairman of the Board of the Company from
December 1988 to December 1992; Chairman of the Board, January
1989 to present and Chief Executive Officer, September 1987 to
present, of M&I Marshall & Ilsley Bank, a subsidiary of the
Company. A Director since 1988.
James O. Wright Chairman of the Board and Director, Badger Meter, Inc., a
Age 75 manufacturer of products using flow measurement technology serving
utility, industrial and commercial markets. A Director since 1960.
Class II Directors (terms expiring April 1998)
Jon F. Chait Executive Vice President, Secretary and Director, August 1991 to
Age 45 present, Chief Financial Officer, August 1993, to present,
Manpower Inc. and Executive Vice President, September 1989 to
present, Manpower International Inc., a provider of temporary
employment services. A Director since 1990.
D.J. Kuester President of the Company since 1987; President and Director since
Age 54 January, 1989, M&I Marshall & Ilsley Bank; Chairman of the Board,
Chief Executive Officer and Director, M&I Data Services. A
Director since February 1994.
Edward L. Meyer, Jr. President, Anamax Corporation, a processor of hides and
Age 58 manufacturer of tallow. A Director since May 1994.
Don R. O'Hare Chairman of Board, September 1994 to present, Chief Executive
Age 73 Officer, September 1994 to October 1995, Chairman of the Board,
January 1989 to August 1991, and Director, Sundstrand Corporation,
a manufacturer of aerospace and industrial products; consultant to
Sundstrand Corporation, August 1991 to September 1994. Also a
director of Sauer, Inc. A Director since 1977.
San W. Orr, Jr. Attorney, Estates of A.P. Woodson & Family; Chairman of the Board
Age 54 and Director, Mosinee Paper Corporation and Wausau Paper Mills
Company. Also a Director of MDU Resources Group, Inc. A Director
since July 1994.
J.A. Puelicher Retired; Chairman of the Board and Chief Executive Officer of the
Age 75 Company from April 1981 to December 1992. Also a director of
Sundstrand Corporation. A Director since 1959.
Stuart W. Tisdale Retired; Chairman of the Board and Chief Executive Officer, August
Age 67 1992 to February 1994, President and Chief Executive Officer,
April 1986 to August 1992, and Director, WICOR, Inc. Also a
director of Modine Manufacturing Company and Twin Disc, Inc. A
Director since 1986.
</TABLE>
The Board of Directors of the Company has standing Executive Compensation,
Audit, Retirement Investment and Nominating Committees. The Board of Directors
held six meetings in 1995. Each Director attended at least 75% of the meetings
of the Board and Board Committees on which the director served.
The Executive Compensation Committee is responsible for administering
compensation levels for certain senior officers of the Company and its
subsidiaries, including all executive officers of the Company, and for
administering the Company's Stock Option Plans, the 1988 Restricted Stock Plan
and the 1994 Long-Term Incentive Plan. The members of the Executive Compensation
Committee are Messrs. Jacobs (Chairman), Kellner, O'Hare and Wright, none of
whom are employees of the Company or any of its subsidiaries. The Executive
Compensation Committee held three meetings in 1995. Salaries for other employees
of the Company and its subsidiaries are determined by the management of the
respective subsidiaries and are reviewed by the compensation committee of the
Board of Directors of the subsidiary involved.
The Audit Committee has responsibility for nominating the Company's
independent auditors for approval by the Board of Directors, reviewing the
scope, results and costs of the audit with the Company's independent
6
<PAGE> 9
auditors, and reviewing the financial statements of the Company and the audit
function to ensure full compliance with requirements of regulatory agencies and
full disclosure of necessary information to the shareholders of the Company. The
members of the Audit Committee, all of whom are non-employee directors, are
Messrs. Kellner (Chairman), O'Hare and Wright. The Audit Committee held two
meetings in 1995.
The Retirement Investment Committee is responsible, in relation to funding
policy, for reviewing the activities of and decisions made by the trustees of,
and the investment managers for, the Company's Retirement Growth Plan and
Incentive Savings Plan. The members of the Retirement Investment Committee, none
of whom are employees of the Company, are Messrs. O'Hare (Chairman), Chait and
Tisdale. The Committee held three meetings in 1995.
The Nominating Committee is responsible for recommending to the Board
nominees to stand for election as directors and to fill any vacancies which may
occur from time to time. In addition, the Nominating Committee is responsible
for considering any nominations for director submitted by shareholders and for
reviewing the size and composition of the Board and the criteria for selecting
nominees to the Board. Current employees of the Company are not eligible to
serve on the Nominating Committee. The members of the Nominating Committee are
Messrs. Tisdale (Chairman), Puelicher, Chait and Boldt. The Nominating Committee
has not established procedures for shareholders to recommend nominees for
director beyond those contained in the Company's By-laws. The Nominating
Committee held one meeting in 1995.
7
<PAGE> 10
LOANS AND OTHER TRANSACTIONS WITH THE COMPANY
Customers of the bank subsidiaries of the Company include nominees,
directors and officers of the Company and their associates. Since January 1,
1995, such persons and firms have been indebted to the Company's bank
subsidiaries for loans made in the ordinary course of business. All such loans
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
others and did not involve more than the normal risk of collectibility or
present other unfavorable features. Loans to directors and executive officers,
including their related interests, of the Company and its significant
subsidiaries represented 11.5% of shareholders equity at December 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
------------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL ------------------- STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) AWARDS($)(1) OPTIONS/SARS(#) COMPENSATION($)(2)
- ----------------------- ---- -------- -------- ------------ --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
J.B. Wigdale 1995 $550,000 $275,000 0 30,000 $243,324
Chairman of the Board 1994 550,000 225,000 56,000 194,812
and Chief Executive 1993 450,000 325,000 204,092
Officer
D.J. Kuester 1995 475,000 217,920 0 26,000 167,957
President 1994 475,000 177,601 48,000 133,521
1993 375,000 277,335 141,193
G.H. Gunnlaugsson 1995 325,000 207,370 0 18,000 100,761
Executive Vice 1994 325,000 177,136 34,000 76,594
President and Chief 1993 300,000 201,954 87,283
Financial Officer
P.M. Platten, III(3) 1995 475,000 215,000 0 0 51,413
Vice Chairman of the 1994 277,083 102,100 100,000 22,166
Board
J.L. Delgadillo 1995 250,000 130,000 0 8,000 35,963
Senior Vice President 1994 220,000 120,000 91,250 14,000 20,600
1993 173,750 130,889 27,562
</TABLE>
- ------------------
(1) As of December 31, 1995, the following individuals have unreleased Key
Restricted Stock: Mr. Wigdale, 24,000 shares valued at $616,080; Mr.
Kuester, 18,000 shares valued at $462,060; Mr. Gunnlaugsson, 12,000 shares
valued at $308,040; and Mr. Delgadillo, 7,400 shares valued at $186,608.
Dividends are paid on restricted stock.
(2) Includes $4,500 for each individual paid by M&I under a 401(k) Thrift Plan
for 1995. Includes $12,000 for each individual paid by M&I under the
Retirement Growth Plan for 1995. Includes the following amounts paid by M&I
under a Split Dollar Life Insurance Plan for the benefit of the executives
for 1995: J.B. Wigdale -- $13,842; D.J. Kuester -- $7,845; G.H.
Gunnlaugsson -- $7,271; P.M. Platten -- $0; and J.L. Delgadillo -- $0.
Includes the following amounts earned on compensation paid in 1995 by M&I
under the Supplementary Retirement Benefits Plan: J.B. Wigdale -- $50,000;
D.J. Kuester -- $40,000; G.H. Gunnlaugsson -- $28,000; P.M.
Platten -- $34,167; and J.L. Delgadillo -- $17,600. Includes the following
above-market amounts accrued by M&I on account balances under the
Supplementary Retirement Benefits Plan (such amounts were calculated on a
basis consistent with the provisions of the Plan, which provides for
indexing the earnings rate to the Max Cap Fund of the M&I Retirement Growth
Plan, but not less than 6%): J.B. Wigdale -- $23,560; D.J.
Kuester -- $15,708; G.H. Gunnlaugsson -- $8,248; P.M. Platten -- $746; and
J.L. Delgadillo -- $1,863. Also includes the following amounts accrued by
M&I under the Nonqualified Supplemental Retirement Plan for 1995: J.B.
Wigdale --
8
<PAGE> 11
$139,422; D.J. Kuester -- $87,904; G.H. Gunnlaugsson -- $40,742; P.M.
Platten -- $0; and J.L. Delgadillo -- $0.
(3) M&I employee as of June 1, 1994. Salary and bonus paid in 1994 were
prorated amounts of $475,000 and $175,000, respectively.
The following table provides information on options granted to the named
executive officers during 1995.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% OF TOTAL GRANT
NUMBER OF OPTIONS/SARS DATE
SECURITIES UNDERLYING GRANTED TO EXERCISE OR PRESENT
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION VALUE
NAME GRANTED (#)(1) FISCAL YEAR ($/SH)(2) DATE ($)(3)
- -------------------------------- --------------------- ------------ ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
J.B. Wigdale 30,000 4.5% $ 26.1875 12/14/05 $231,932
D.J. Kuester 26,000 3.9 26.1875 12/14/05 201,008
G.H. Gunnlaugsson 18,000 2.7 26.1875 12/14/05 139,159
P.M. Platten, III -- -- -- -- --
J.L. Delgadillo 8,000 1.2 26.1875 12/14/05 61,849
</TABLE>
- ------------------
(1) Options become exercisable on the following schedule: 50% after 12 months
from the date of grant, an additional 25% after 18 months from the date of
grant, and the remaining 25% after 24 months from the date of grant;
provided that the options will become immediately exercisable upon a
"Triggering Event" (which relates to a change of control of the Company).
(2) All options have an exercise price equal to 100% of the fair market of the
Company's Common Stock on the date of grant. The exercise price may be paid
in cash or by delivery of shares of the Company's Common Stock. Upon
exercise of an option, the holder may satisfy any tax obligations either by
having the Company withhold shares or by delivering shares such holder
already owns.
(3) The grant date present values were determined using the Black-Scholes model
with the following common assumptions: a ten year expected period of time to
exercise; a risk-free rate of return of 5.71%; an expected dividend yield of
2.61%; and a volatility factor of 17.2%.
9
<PAGE> 12
The following table provides information on option exercises by the named
executive officers during 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES FY-END(#) AT FY-END($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J.B. Wigdale 0 0 319,500 51,500 $ 3,619,380 $ 133,750
D.J. Kuester 0 0 269,500 44,500 3,106,500 115,250
G.H. Gunnlaugsson 0 0 186,000 31,000 2,071,380 80,750
P.M. Platten, III 0 0 75,000 25,000 318,750 106,250
J.L. Delgadillo 9,000 $87,372 17,500 13,500 128,628 34,500
</TABLE>
- ------------------
(1) For valuation purposes, a December 31, 1995 market price of $26.00 was used.
The following table provides information on long-term incentive plan awards
to the named executive officers with respect to 1995. Awards with respect to
1996 have not been included.
LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF SHARES, UNITS PERFORMANCE OR OTHER PERIOD
NAME OR OTHER RIGHTS UNTIL MATURATION OR PAYOUT(1)
-------------------------------- ----------------------- -----------------------------
<S> <C> <C>
J.B. Wigdale 15,000 3 Years
D.J. Kuester 13,000 3 Years
G.H. Gunnlaugsson 9,000 3 Years
P.M. Platten, III 0 --
J.L. Delgadillo 4,000 3 Years
</TABLE>
- ------------------
(1) The initial performance period is the three years commencing on January 1,
1995 and ending on December 31, 1997. Additional Units will be credited to
each participant's account when dividends are paid on shares of the
Company's Common Stock. Vesting of Units occurs at the end of the
three-year period with the exception of the death or disability of the
participant, termination of a participant's employment or the occurrence of
a "Triggering Event" (which relates to a change in control of the Company).
The value of the award at the end of the three-year period is dependent on
the total return of the Company's Common Stock for the three-year period
when compared with the total return for those stocks composing the Keefe,
Bruyette, & Woods, 50 Bank Index in accordance with the following table:
<TABLE>
<CAPTION>
% OF INITIAL AWARD
KBW 50 INDEX AND ACCUMULATED DIVIDEND
PERCENTILE RANK UNITS EARNED
--------------------------------------- ------------------------
<S> <C>
95th Percentile and above 275%
90th Percentile 225%
75th Percentile 185%
50th Percentile 100%
25th Percentile 25%
Below 25th Percentile 0%
</TABLE>
If the total return on the Common Stock falls between two categories (for
example, between the 50th and 75th percentiles), the percentage earned will
be determined by linear interpolation (in this example, between 100% and
185%).
10
<PAGE> 13
RETIREMENT PLANS
The Marshall & Ilsley Corporation Nonqualified Retirement Benefit Plan (the
"Nonqualified Plan") provides five of the executive officers of M&I with a
monthly supplemental retirement benefit. The original purpose of the
Nonqualified Plan was to provide a benefit such that the sum of benefits from
the Retirement Growth Plan, Social Security, the Supplementary Retirement
Benefits Plan and the Nonqualified Plan would equal 60% of each participant's
average salary and bonus for his last five years of employment. The monthly
benefit under the Nonqualified Plan, starting in most instances when an
individual reaches age 65, is fixed based on various actuarial and interest rate
assumptions. The monthly benefits, which were adjusted in 1995, are $24,167,
$23,167 and $14,958 for Messrs. Wigdale, Kuester and Gunnlaugsson, respectively,
and a total of $8,459 for two other executive officers. The benefit will be
adjusted in the event of death before age 62 or early retirement and can be paid
for life with a 120-month certain payout or on a joint and survivor basis at the
option of the participant. The pay-out option elected will also affect the
amount of the annual benefit. If a participant leaves the employ of the Company
prior to age 55, he will receive no benefits under the Nonqualified Plan, except
that, in the event of a Change in Control (as defined in the Nonqualified Plan),
each participant will receive the present value of the benefits to which he is
entitled under the Nonqualified Plan within 30 days of such Change in Control
regardless of his age at that point.
M&I's Supplementary Retirement Benefits Plan (the "SERP") is a nonqualified
benefit plan which covers employees whose compensation exceeds the statutory
limits on compensation which can be taken into account for purposes of crediting
contributions to M&I's qualified retirement plans, including all of the
executive officers named in the Summary Compensation Table. The amount, which
would have been allocated to such participant's account absent the statutory
limitations, is credited to an account which vests after an employee has five
years of vesting service as defined in M&I's Retirement Growth Plan. This
account was credited with interest at a rate of 6% per annum until September 1,
1995, at which point the rate was adjusted by the Executive Compensation
Committee to the greater of 6% or the percentage rate of return earned by the
Max Cap Fund of the M&I Retirement Growth Plan. Pay-out of amounts accrued under
the SERP for any participant commences, in general, in the month after the
employee attains age 65 and can be in a lump sum or over a term of years at
M&I's discretion. M&I has the option to accelerate pay-out if a participant
terminates employment prior to his 65th birthday. In the event of a merger,
consolidation or liquidation of M&I, the SERP provides that M&I will make
suitable arrangements for the payment of any benefits under the SERP.
EMPLOYMENT AGREEMENTS AND RELATED MATTERS
In order to assure management continuity and stability, M&I has entered
into substantially similar Employment Agreements (the "Employment Agreements")
with Messrs. Wigdale, Kuester, Gunnlaugsson, Platten and Delgadillo, six
additional executive officers and 19 other officers and employees of the Company
and its subsidiaries (collectively, the "Executives"). The Employment Agreements
with Messrs. Wigdale, Kuester, Gunnlaugsson, and Platten each have a term of
three years, and the Employment Agreement with Mr. Delgadillo has a term of two
years. The Employment Agreements with the other Executives have terms of two or
three years.
The Employment Agreements guarantee the Executives specific payments and
benefits upon a termination of employment as a result of a change of control of
M&I. If a change of control occurs, the contract becomes effective and continues
for a two- or three-year employment term. The employment term renews on a daily
basis until M&I gives notice to terminate the daily renewal.
The Employment Agreements provide for specified benefits after a change of
control if the Executive voluntarily terminates for "good reason" or is
involuntarily terminated other than for "cause" (as defined in the Employment
Agreements). In addition, in the case of some Employment Agreements, at the end
of six months after a change of control, the Executive may terminate employment
for any reason and is entitled to receive full benefits. Upon a termination, the
Executive is entitled to (a) a lump sum payment equal to two or three times
(depending on whether the contract is a two- or three-year contract) the sum of
the Executive's current base salary plus the higher of the Executive's bonus for
the last year or the Executive's average bonus
11
<PAGE> 14
for the past three years, (b) a proportionate amount of any unpaid bonus deemed
earned for the year of termination, (c) a lump sum payment equal to the
retirement benefits lost as a result of not having been employed for the
remaining contract term, (d) health and other benefits for the remaining
contract term, and (e) payments for certain other fringe benefits. In the event
of a termination of employment as a result of his death, the Executive's
beneficiary is entitled to six months of base salary. No additional benefits are
guaranteed under the contract upon an Executive's disability or termination by
M&I for cause.
The Employment Agreements provide that upon a change of control most
restrictions limiting the exercise, transferability or other incidents of
ownership of any outstanding award, restricted stock, options, stock
appreciation rights, or other property rights of M&I granted to the Executive
shall lapse, and such awards shall become fully vested, except in certain
circumstances. Some of the Employment Agreements also provide for "gross-up"
payments in the event payments to an Executive under the Employment Agreement
are subject to Section 4999 of the Code (the "Excise Tax") or any similar
federal, state or local tax which may be imposed, in an amount such that the net
amount retained by the Executive, after deduction of any Excise Tax on the
payments and any federal, state and local income tax and Excise Tax upon the
gross-up payment, shall be equal to the payments then due.
Upon consummation of the merger of Valley Bancorporation ("Valley") into
M&I on May 31, 1994, M&I became the successor to certain continuing obligations
of Valley to Mr. Platten arising from the settlement of his employment contract
with Valley. In 1995, Mr. Platten received $16,984 as the cash equivalent of
certain benefits and perquisites he would have received under his employment
contract with Valley. Payment for these items continues through March 1, 1997 in
the amounts of $16,984 in 1996, and $4,246 in 1997. In addition, pursuant to the
settlement of Mr. Platten's employment agreement with Valley, commencing on July
1, 1997, Mr. Platten will receive an enhanced supplemental pension benefit of
$17,903 per month until age 65. Starting at age 65 and until his death, Mr.
Platten will receive $8,259 per month as an enhanced supplemental pension
benefit. If Mr. Platten's wife survives him, she will receive 50% of such
benefits for the remainder of her life. In addition, to the extent any of the
foregoing benefits are subject to excise taxes under Section 4999 of the
Internal Revenue Code of 1986, as amended, Mr. Platten will receive a gross-up
payment such that he will be in the same after-tax economic position as if no
excise tax were imposed. Mr. Platten is also eligible to receive retirement
benefits under the Valley Pension Plan and the Valley Excess Benefits Plan.
NON-EMPLOYEE DIRECTOR COMPENSATION
Directors of M&I who are not employees are paid a retainer fee of $12,000
per year. In addition, non-employee directors receive a fee of $1,500 for each
Board meeting which they attend and $500 for each Committee meeting which they
attend. M&I has established a deferred compensation plan for its Directors.
Under such plan, all or part of the fees received by a Director may be deferred
at the election of the Director. Amounts deferred are credited with an earnings
factor based on the Director's allocation among 13-week U.S. Treasury Bills or
the Common Stock. Deferred amounts are payable in not less than 36 nor more than
180 monthly installments, as elected by the participating Director, unless the
Board elects to distribute amounts over a shorter period. Messrs. Boldt, Bolduc,
Chait and Orr elected to defer compensation under the plan during 1995.
Directors of M&I who are also Directors of subsidiaries of M&I receive
compensation from such subsidiaries in varying amounts based on the Director
compensation schedule of such subsidiaries.
Directors of M&I who are not employees of M&I or its subsidiaries
("Participants") also participate in the 1995 Directors Stock Option Plan. On
the date of the 1995 Annual Meeting of Shareholders, each Participant was
granted an option for that number of shares of Common Stock equal to the
multiple of 2,500 and the number of years remaining in such Participant's term
as a director of the Company. On the date of each annual meeting commencing with
the 1996 Annual Meeting of Shareholders, each Participant elected or re-elected
as a director at such Annual Meeting will receive an option for that number of
shares of Common Stock equal to the multiple of 2,500 and the number of years in
the term to which such Participant has been elected. In addition, a Participant
who is appointed to fill a vacancy on the Board of Directors, or a director who
becomes a Participant because such director ceases to be employed by the Company
or its subsidiaries,
12
<PAGE> 15
will receive, on the date of the next Annual Meeting, an option for that number
of shares of Common Stock equal to a multiple of 2,500 and the number of years
remaining in such Participant's term as a director of the Company. Each option
granted to a Participant provides that the option price per share will not be
less than 100% of the fair market value of the shares on the date the option is
granted, that such options will not be exercisable more than 10 years after the
date of grant, and that such options will terminate no later than three years
after the Participant ceases to be a director of the Company for any reason.
Such options may be exercised at any time after they are granted. The exercise
price of an option may, at the Participant's election, be paid in cash or
previously owned shares of Common Stock or a combination thereof.
Mr. Puelicher and M&I entered into a Consulting Agreement and Supplemental
Retirement Plan in 1986, which was amended in 1992 (the "Consulting/Retirement
Agreement"). The Consulting/Retirement Agreement went into effect in January
1993 and provides for Mr. Puelicher to serve as a consultant to M&I for five
years. As compensation for his commitment to provide consulting services, Mr.
Puelicher receives a retirement benefit of $25,000 per month for his life, and,
if Mr. Puelicher predeceases his wife, his wife will receive $12,500 per month
for her life. Mr. Puelicher also receives a supplemental retirement benefit of
$58,333 per month under his Supplemental Retirement Plan dated December 10,
1992. In addition, M&I pays an annual insurance premium for Mr. Puelicher of
$112,470 until the earlier of (i) Mr. Puelicher's death, (ii) 19 years from the
date of the policy's issue, or (iii) such time as the policy is paid up. M&I
will also reimburse Mr. Puelicher for all travel and other expenses incurred in
the performance of his duties and will provide him with secretarial services and
office space. Mr. Puelicher will continue to participate in M&I's group health
insurance (or equivalent plan) while receiving retirement benefits under the
Consulting/Retirement Agreement. M&I may terminate the Consulting/Retirement
Agreement for "cause" (as defined in the Consulting/Retirement Agreement). The
Consulting/Retirement Agreement provides that Mr. Puelicher may not compete with
M&I and must maintain the confidentiality of certain information regarding M&I,
its business and customers.
In connection with the merger with Valley on May 31, 1994, M&I agreed to
provide Mr. Zuehlke with a $100,000 annual consulting fee for the remainder of
his life. Mr. Zuehlke also receives a car, office space and membership in a
professional organization.
EXECUTIVE COMPENSATION COMMITTEE REPORT
General Policy
The Compensation Committee is responsible for making recommendations on the
compensation of the Company's executive officers to the Board of Directors. The
Compensation Committee bases its compensation decisions primarily on its overall
assessment of the executive's contribution to the profitability of the Company
on both a long-term and short-term basis. The Committee reviews the executive's
performance in light of both the historical financial performance of the Company
and the Committee's assessment of the executive's role in ensuring the financial
success of the Company in the future. In this respect, the Committee seeks to
reward leadership, innovation, and entrepreneurship. The Committee generally
does not mechanically apply any specific goals or criteria in making its
decisions, and such decisions are based in large part on the Committee's
subjective assessment of the executive's performance. For certain executive
officers, the financial performance of the business unit or division for which
that executive has responsibility may receive a proportionately larger
consideration by the Committee in determining that executive's compensation. The
Committee believes that this approach to executive compensation has served the
Company well in the motivation and retention of its senior executives.
The Committee is aware of the limitations imposed by Section 162(m) of the
Internal Revenue Code of 1986, as amended, on the deductibility of compensation
paid to certain senior executives to the extent it exceeds $1 million per
executive. The Committee currently intends to recommend compensation amounts and
plans which will meet the requirements for deductibility.
13
<PAGE> 16
1995 Compensation
Overview
With regard to 1995 compensation decisions, the Committee reviewed the
Company's financial performance on both a long-term and short-term basis, the
overall job performance of each executive officer, the information provided by
the Company's professional compensation consultants, other internally prepared
peer group analyses, and various other information which the Compensation
Committee deemed relevant in the case of any particular individual. The
Committee consulted with professional compensation consultants in order to make
more informed decisions. The externally and internally prepared peer group
analyses provided the Committee with information on the market relationship of
compensation paid to the Company's executive officers. The analyses included
information on the companies in the Keefe, Bruyette & Woods 50 Bank Index which
is the same peer group used in the performance graph. The Committee reviewed
this information for comparison purposes, taking into account the Company's size
and performance relative to the companies in the peer group. The Committee did
not, however, set the compensation for the Company's executive officers at a
specific level as compared to the peer group. The Committee's compensation
determinations generally reflect competitive factors and job performance, and,
in the case of any particular individual, circumstances unique to such
individual such as increased responsibilities or extraordinary effort may also
be reflected. In assessing the Company's performance, the Committee considered,
among other things, the profitability of the Company as a whole on both a
long-term and short-term basis (including net income, return on average
shareholders' equity, and return on average assets).
The Committee's decisions with respect to compensation generally reflect
all of the factors considered, including objective factors and the Committee's
subjective assessment of the executive's performance, with no specific criteria
applied to any one component of compensation such as salary or bonus.
Base Salary and Bonus
In determining total cash compensation (salary and bonus), the Committee
takes a long-term view of both the executive's job performance and the Company's
financial performance. The Committee believes it was appropriate in 1995 to
increase total cash compensation and to make long-term incentive awards (stock
options and LTIP units) to the Company's senior executive officers. The
Committee believes the size of the increases (for cash compensation) and the
amount of the awards (for long-term incentives) were commensurate with the
Committee's overall evaluation of the senior executives' performance both for
1995 and on a long-term basis. Such increases and awards were based on all the
factors, both objective and subjective, considered by the Committee, and,
generally, no one specific criteria was applied to determine the size or amount
thereof. Mr. Platten's compensation for 1995 was approved in connection with the
Company's merger with Valley Bancorporation.
Long-Term Incentive Compensation
The Committee made awards to the Company's senior executive officers in
1995 under the 1993 Executive Stock Option Plan ("Stock Option Plan") and the
1994 Long-Term Incentive Plan ("LTIP"). The purpose of these awards is to
furnish long-term incentives to executive officers to build shareholder value,
and to motivate and retain the personnel critical to the Company's success. It
is the intention of the Committee to continue to emphasize long-term incentives
in the compensation provided to the Company's executive officers. Each executive
officer received an award in 1995 based upon that officer's relative position,
responsibilities and performance. Each executive received two stock options for
each performance unit granted. In determining the size of the awards, the
Committee considered information provided by professional compensation
consultants on stock option and long-term incentive plan awards by companies in
a representative peer group (which group is not identical to the Keefe, Bruyette
& Woods 50 Bank Index). However, the Committee did not base the size of the
awards at any specific level in comparison to the peer group, nor did the
Committee base the awards on any specific element of the Company's performance.
14
<PAGE> 17
Chief Executive Officer Compensation
In determining Mr. Wigdale's compensation, the Committee's review
concentrated on the Company's current and prior year's financial performance,
and the prevailing market rates of compensation for his position. The Company's
net income for 1995 was $193,299,000, representing a 13.80% increase over 1994.
The 1995 return on average assets was 1.52% and the return on average equity was
16.41%, compared to 1.37% and 14.94% respectively for 1994. The 1994 financial
information excludes the merger-related items associated with the merger with
Valley Bancorporation. Various market data was analyzed by the Committee in
order to determine whether Mr. Wigdale is compensated on a basis which is
reasonably consistent. It is the Committee's conclusion that Mr. Wigdale's
compensation is fair and appropriate.
THE COMPENSATION COMMITTEE:
Mr. Jacobs, Chairman Mr. Kellner Mr. O'Hare Mr. Wright
15
<PAGE> 18
PERFORMANCE GRAPH
The following graph shows the cumulative total stockholder return on the
Company's Common Stock over the last five fiscal years compared to the returns
of the Standard & Poor's 500 Stock Index and the Keefe, Bruyette, & Woods, 50
Bank Index.
CUMULATIVE TOTAL RETURN
ASSUMES DIVIDENDS & CAPITAL GAINS REINVESTED
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) M&I S&P KBW
<S> <C> <C> <C>
1990 100 100 100
1991 97 30 58
1992 133 40 102
1993 167 55 113
1994 121 57 102
1995 210 115 224
</TABLE>
SUBMISSION OF SHAREHOLDER PROPOSALS
The 1997 Annual Meeting of Shareholders is scheduled for April 22, 1997. In
accordance with the Company's By-Laws, nominations, other than by or at the
direction of the Board of Directors, of candidates for election as directors at
the 1997 Annual Meeting of Shareholders and any other shareholder proposed
business to be brought before the 1997 Annual Meeting of Shareholders must be
submitted to the Company not later than January 23, 1997. Shareholder proposed
nominations and other shareholder proposed business must be made in accordance
with the Company's By-Laws which provide, among other things, that shareholder
proposed nominations must be accompanied by certain information concerning the
nominee and the shareholder submitting the nomination, and that shareholder
proposed business must be accompanied by certain information concerning the
proposal and the shareholder submitting the proposal. To be considered for
inclusion in the proxy statement solicited by the Board of Directors,
shareholder proposals for consideration at the 1997 Annual Meeting of
Shareholders of the Company must be received by the Company at its principal
executive offices, 770 North Water Street, Milwaukee, Wisconsin 53202 on or
before November 8, 1996. Proposals should be directed to Mr. M.A. Hatfield,
Senior Vice President and Secretary. To avoid disputes as to the date of
receipt, it is suggested that any shareholder proposal be submitted by certified
mail, return receipt requested.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending December 31, 1996.
Representatives of Arthur Andersen LLP will be present at the Annual Meeting to
make any statement they may desire and to respond to questions from
shareholders.
16
<PAGE> 19
PENDING LEGAL PROCEEDINGS
No director or named executive officer is an adverse party or has an
interest adverse to the Company or any of its subsidiaries in any material
pending legal proceeding.
SECTION 16(A) REPORTING DELINQUENCIES
The Company believes that during 1995 its officers and directors complied
with all filing requirements under Section 16(a) of the Securities Exchange Act
of 1934.
OTHER MATTERS
Although management is not aware of any other matters that may come before
the meeting, if any such matters should be presented, the persons named in the
accompanying proxy intend to vote such proxy in accordance with their best
judgment.
By Order of the Board of Directors,
M.A. Hatfield, Senior Vice President
and Secretary
17
<PAGE> 20
Proxy Card
MARSHALL & ILSLEY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J.B. Wigdale and D.J. Kuester, and each
of them, as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated on the reverse
hereof, all of the shares of stock of Marshall & Ilsley Corporation held of
record by the undersigned on March 4, 1996, at the 1996 Annual Meeting of
Shareholders of Marshall & Ilsley Corporation to be held on April 23, 1996 or at
any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF ALL NOMINEES FOR DIRECTORS.
(Continued and to be signed on the reverse side.)
<PAGE> 21
PLEASE MARK BOXES IN BLUE OR BLACK INK.
1. ELECTION OF CLASS III DIRECTORS:
FOR all nominees below to serve for the terms indicated below and until
their successors are elected and qualified (except as marked to the
contrary below). / /
WITHHOLD AUTHORITY to vote for all nominees listed below. / /
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW).
Class III (with terms expiring April 1999): Oscar C. Boldt, J.P. Bolduc,
Glenn A. Francke, Burleigh E. Jacobs, James F. Kress and Gus A. Zuehlke
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign exactly as your name appears below. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name
by President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Date:_______________________________________, 1996
_______________________________________________
(Signature of Shareholder)
_______________________________________________
(Signature of Shareholder - if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENVELOPE PROVIDED.
