<PAGE>
Registration No. __________
As filed with the Securities and Exchange Commission on March 27, 1996
===============================================================================
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
1986 NON-QUALIFIED 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, 450,000 $9.89(1) $4,450,500 $1,535(1)
$1.00 par value
===============================================================================
(1) The registration fee was calculated pursuant to Rule 457(h)(1) under the
Securities Act of 1933, and is based on the price at which the options
may be exercised.
===============================================================================
<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 31,1995.
(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
<PAGE>
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 1986 Non-Qualified Stock Option Plan
and related Stock Option Agreement, incorporated by reference to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986, SEC File No. 0-1220.
5 Opinion of Godfrey & Kahn, S.C. regarding legality of the Common
Stock being registered.
23.1 Consent of Arthur Andersen LLP.
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:
(a) (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>
(b) (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.
(h) (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.
________________________________________________
* Paragraphs correspond to Item 512 of Reg. S-K.
<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 March 27, 1996.
MARSHALL & ILSLEY CORPORATION
(Registrant)
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: March 27, 1996
- ---------------------------------------------
J.B. Wigdale,
Chairman of the Board and a Director
(Chief Executive Officer)
/s/ G.H. Gunnlaugsson Date: March 27, 1996
- ---------------------------------------------
G.H. Gunnlaugsson,
Executive Vice President and a Director
(Chief Financial Officer)
/s/ P.R. Justiliano Date: March 27, 1996
- ---------------------------------------------
P.R. Justiliano,
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
Directors: Richard A. Abdoo, J.P. Bolduc, Wendell F. Bueche, G.H.
Gunnlaugsson, Burleigh E. Jacobs, Jack F. Kellner, D.J.
Kuester, Edward L. Meyer, Jr., Don R. O'Hare, San W. Orr,
Jr., Peter M. Platten, III, Stuart W. Tisdale, J.B. Wigdale,
James O. Wright and Gus A. Zuehlke.
By: /s/ M.A. Hatfield Date: March 27, 1996
-----------------------------------------
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 1986 Non-Qualified Stock Option and
related Stock Option Agreement, incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, SEC File No. 0-1220.
5 Opinion of Godfrey & Kahn, S.C. regarding legality of the Common
Stock being registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Godfrey & Kahn, S.C., included in Exhibit 5.
24 Powers of Attorney for Directors of the Registrant.
10094EDB
1/15/96
<PAGE>
EXHIBIT 5
<PAGE>
GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202
Phone: (414) 273-3500 Fax: (414) 273-5198
March 27, 1996
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 450,000 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
March 27, 1996
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,
GODFREY & KAHN, S.C.
PMK/slv
<PAGE>
EXHIBIT 23.1
<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 of our reports dated January 26,
1996 included in Marshall & Ilsley Corporation's Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
March 27, 1996.
<PAGE>
EXHIBIT 24
<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 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/s/ G.H. Gunnlaugsson
-------------------------------------------
G.H. Gunnlaugsson
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned Director of Marshall & Ilsley Corporation, a
Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale,
G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true
and lawful attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration Statement on Form
S-8 of Marshall & Ilsley Corporation relating to the Marshall & Ilsley
Corporation 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/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 1986 Non-Qualified 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, 1996.
/s/ J.B. Wigdale
-------------------------------------------
J.B. Wigdale
<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 1986 Non-Qualified 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, 1996.
/s/ James O. Wright
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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 1986 Non-Qualified 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, 1996.
/s/ Gus A. Zuehlke
-------------------------------------------
Gus A. Zuehlke
