Registration No. _____________
As filed with the Securities and Exchange Commission on October 1, 1997
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 1997 Executive Stock
Option And Restricted Stock Plan
Security Capital Corporation 1993 Incentive Stock
Option Plan*
M. A. Hatfield
Marshall & Ilsley Corporation
770 North Water Street
Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 765-7801
(Telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be Registered Maximum Maximum Registration
to be Offering Aggregate Fee (1)
Registered Price Per Offering
Unit(1) Price
- ----------------------------------------------------------------------------
Common
Stock, 5,601,825 N/A $261,073,344 $79,113.13
$1.00 par
value
(1) The registration fee was calculated pursuant to
Rule 457(c) and (h) under the Securities Act of 1933.
With respect to the shares registered under the M&I
Plan (5,000,000 shares), the registration fee is
based on the average of the high and low price per
share of Marshall & Ilsley Corporation common stock
on September 26, 1997 on the Nasdaq National Market
as reported in the Midwest Edition of The Wall Street
Journal on September 29, 1997 ($50.75). With respect
to the shares registered under the Security Capital
Plan (601,825 shares), the registration fee is based
on the aggregate exercise price for the shares
underlying the outstanding options as of October 1,
1997 ($7,323,344). There will be no further grants
under the Security Capital Plan.
*The Security Capital Plan was assumed by Marshall &
Ilsley Corporation as of October 1, 1997 in
connection with the merger of Security Capital
Corporation with and into Marshall & Ilsley
Corporation.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on
Form 10-K for the fiscal year ended December
31, 1996.
(b) The Registrant's Amendment No. 1 to
Annual Report on Form 10-K/A dated June 3,
1997, for the year ended December 31, 1996.
(c) The Registrant's Current Reports on
Form 8-K dated January 8, 1997, March 17,
1997 and April 1, 1997.
(d) The Registrant's Quarterly Report
on Form 10-Q for the quarters ended March 31,
1997 and June 30, 1997.
(e) 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, or if such disinterested quorum
cannot be obtained, by a majority vote of
<PAGE>
a committee
of two or more disinterested directors; (ii) by
independent legal counsel chosen by a quorum of
disinterested directors or its committee (or if unable
to obtain such a quorum or committee, by a majority
vote of the full board of directors); (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
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 insures the
Registrant's officers and directors against certain
liabilities which may arise under the Securities Act of
1933.
Item 8. Exhibits
4.1 Marshall & Ilsley Corporation 1997 Executive
Stock Option and Restricted Stock Plan.
4.2 Security Capital Corporation 1993 Incentive
Stock Option Plan (incorporated herein by
reference to Exhibit 10.10 to Security
Capital Corporation's Form S-1 Registration
Statement declared effective on November 12,
1993).
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.
<PAGE>
(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.
(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 (and, where applicable, each
filing of an employee benefit plan's annual
report pursuant to 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 of this
Registration Statement, 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, as amended, 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
October 1, 1997.
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: October 1, 1997
- ------------------------------------
J.B. Wigdale,
Chairman of the Board and a Director
(Chief Executive Officer)
/s/ G.H. Gunnlaugsson Date: October 1, 1997
- ------------------------------------
G.H. Gunnlaugsson,
Executive Vice President and a Director
(Chief Financial Officer)
/s/ P.R. Justiliano Date: October 1, 1997
- ------------------------------------
P.R. Justiliano,
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
Directors:Richard A. Abdoo, Oscar C. Boldt, Jon F.
Chait, Glenn A. Francke, 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: October 1, 1997
- --------------------------------
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
4.1 Marshall & Ilsley Corporation 1997
Executive Stock Option
and Restricted Stock Plan.
4.2 Security Capital Corporation 1993 Incentive
Stock Option Plan (incorporated herein by
reference to Exhibit 10.10 to Security
Capital Corporation's Form S-1 Registration
Statement declared effective on November 12,
1993).
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.
MARSHALL & ILSLEY CORPORATION
1997 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
1. Objectives. The Marshall & Ilsley Corporation
1997 Executive Stock Option and Restricted Stock Plan
is designed to attract and retain certain selected
officers and key employees whose skills and talents are
important to the Company's operations, and reward them
for making major contributions to the success of the
Company. These objectives are accomplished by making
awards under the Plan, thereby providing Participants
with a proprietary interest in the growth and
performance of the Company.
2. Definitions.
(a) "Award" shall mean the grant of any form
of stock option or stock award to a Plan
Participant pursuant to such terms, conditions and
limitations as the Board or Committee may
establish in order to fulfill the objectives of
the Plan.
(b) "Award Agreement" shall mean an
agreement between the Company and a Participant
that sets forth the terms, conditions and
limitations applicable to an Award.
(c) "Board" shall mean the Board of
Directors of Marshall & Ilsley Corporation.
(d) "Cause" shall mean the discharge of an
employee on account of fraud or embezzlement
against the Company or serious and willful acts of
misconduct which, in the reasonable judgment of
the Committee, are detrimental to the business of
the Company.
(e) "Change in Control" shall mean any of
the following: (a) the commencement by any person
or group of persons, other than the Company, of a
tender or exchange offer for twenty-five percent
(25%) or more of the outstanding shares of the
common stock of the Company; (b) the acceptance by
the Board of Directors of the Company of, or the
public recommendation by the Board that the
stockholders of the Company accept, an offer from
any person or group of persons, other than the
Company or a Subsidiary, to acquire twenty-five
percent (25%) or more of either the outstanding
shares of the common stock of the Company or the
consolidated assets of the Company; (c) the
acquisition, by any person or group of persons, of
the beneficial ownership or the right to acquire
beneficial ownership of twenty-five percent (25%)
or more of the outstanding shares of the common
stock of the Company (the term "group" and
"beneficial ownership" as used in this paragraph
having the meanings assigned thereto in Section
13(d) of the 1934 Act and the regulations
promulgated thereunder); or (d) the Company (or
any subsidiary or subsidiaries in the aggregate
representing at least 25% of the consolidated
assets of the Company), shall have entered into an
agreement with any person, or any person shall
have filed a draft or final application or notice
with the Board of Governors of the Federal Reserve
System or the Office of the Comptroller of the
Currency or any other federal or state regulatory
agency for approval, to (i) merge or consolidate
with, or enter into any similar transaction with,
the Company or such subsidiary, in which the
Company or subsidiary is not the survivor (ii)
purchase, lease or otherwise acquire all or
substantially all of the assets of the Company or
such subsidiary or (iii) purchase or otherwise
acquire (including by way of merger,
consolidation, share exchange or any similar
transaction) or otherwise hold or own, securities
representing twenty-five percent (25%) or more of
the voting power of the Company or such
subsidiary.
(f) "Common Stock" or "stock" shall mean the
authorized and issued or unissued $1.00 par value
common stock of the Company.
(g) "Code" shall mean the Internal Revenue
Code of 1986, as amended from time to time.
(h) "Committee" shall mean the Executive
Compensation Committee of the Board of Directors
of Marshall & Ilsley Corporation. The Committee
shall be comprised of at least two non-employee
directors all of whom are "disinterested" within
the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 and "outside
directors" within the meaning of Section 162(m) of
the Code.
(i) "Company" shall mean Marshall & Ilsley
Corporation and its subsidiaries including
subsidiaries of subsidiaries and partnerships and
other business ventures in which Marshall & Ilsley
Corporation has a significant equity interest, as
determined in the sole discretion of the
Committee.
(j) "Fair Market Value" shall mean the
closing sale price of Common Stock on the NASDAQ
National Market System as reported in the Midwest
Edition of the Wall Street Journal for the date of
grant provided that, if no sales of Common Stock
were made on said exchange on that dare, "Fair
Market Value" shall mean the closing sale price of
Common Stock as reported for the most recent
preceding day on which sales of Common Stock were
made on said exchange, or, failing any such sales,
such other market price as the Board or the
Committee may determine in conformity with
pertinent law and regulations of the Treasury
Department.
(k) "Participant" shall mean an employee of
the Company to whom an Award has been made under
the Plan.
(l) "Plan" shall mean the Marshall & Ilsley
Corporation 1997 Executive Stock Option and
Restricted Stock Plan.
(m) "Retirement" shall mean the termination
of a Participant's employment on or after age 65.
3. Eligibility. Employees of the Company
eligible for an Award under the Plan are those who hold
positions of responsibility and whose performance, in
the judgment of the Board, the Committee or the
management of the Company, can have a significant
effect on the success of the Company.
4. Common Stock Available for Awards. The number
of shares that may be issued under the Plan for Awards
granted wholly or partly in stock during the term of
the Plan is 5,000,000, subject to adjustment as
provided in Section 14 hereof, provided that not more
than 1,000,000 shares may be subject to incentive stock
options. The Company shall take whatever actions are
necessary to file required documents with the U.S.
Securities and Exchange Commission and any other
appropriate governmental authorities and stock
exchanges to make shares of Common Stock available for
issuance pursuant to Awards. Common Stock related to
Awards that are forfeited, terminated or expire
unexercised, shall immediately become available for
Awards. No employee shall be eligible to receive
Awards aggregating more than 1,000,000 shares of Common
Stock reserved under the Plan during the term of the
Plan, subject to adjustment as provided in Section 14
hereof.
5. Administration. The Plan shall be
administered by the Committee, which shall have full
and exclusive power to interpret the Plan, to determine
which employees are Plan Participants, to grant waivers
of Award restrictions, and to adopt such rules,
regulations and guidelines for carrying out the Plan as
it may deem necessary or proper, all of which powers
shall be executed in the best interests of the Company
and in keeping with the objectives of the Plan.
6. Delegation of Authority. The Committee may
delegate to the chief executive officer and to other
senior officers of the Company its duties under the
Plan pursuant to such conditions or limitations as the
Committee may establish.
7. Awards. The Committee shall determine the
type or types of Award(s) to be made to each
Participant and shall set forth in the related Award
Agreement the terms, conditions and limitations
applicable to each Award including any vesting
requirements. The type of Awards available under the
Plan are those listed in this Section 7. In all
events, upon the occurrence of a Change in Control, all
Awards will become fully vested and immediately
exercisable.
(a) Stock Option. A grant of a right to
purchase a specified number of shares of Common
Stock the purchase price of which shall be not
less than 100% of Fair Market Value on the date of
grant, as determined by the Committee. A stock
option may be in the form of a nonqualified stock
option or an incentive stock option ("ISO"). An
ISO, in addition to being subject to applicable
terms, conditions and limitations established by
the Committee, complies with Section 422 of the
Code which, among other limitations, provides that
the aggregate Fair Market Value (determined at the
time the option is granted) of Common Stock for
which ISOs are exercisable for the first time by a
Participant during any calendar year shall not
exceed $100,000; that ISOs shall be priced at not
less than 100% of the Fair Market Value on the
date of the grant (110% in the case of a
Participant who is a 10% shareholder of the
Company within the meaning of Section 422 of the
Code); and that ISOs shall be exercisable for a
period of not more than ten years (five years in
the case of a Participant who is a 10% shareholder
of the Company).
(b) Restricted Stock Award. An Award of
stock for such consideration as the Committee may
specify may contain transferability or forfeiture
provisions including a requirement of future
services and such other restrictions and
conditions as may be established by the Committee
and set forth in the Award Agreement.
8. Deferred Payment of Awards. The Committee may
permit selected Participants to elect to defer payments
of some or all types of Awards in accordance with
procedures established by the Committee which are
intended to permit such deferrals to comply with
applicable requirements of the Code including, at the
choice of Participants, the capability to make further
deferrals for payment after retirement. Dividends or
dividend equivalent rights may be extended to and made
part of any Award denominated in stock or units of
stock, subject to such terms, conditions and
restrictions as the Committee may establish. The
Committee may also establish rules and procedures for
the crediting of dividend equivalents for deferred
payments denominated in stock or units of stock.
9. Stock Option Exercise. The price at which
shares of Common Stock may be purchased under a Stock
Option shall be paid in full at the time of the
exercise in cash or by means of tendering Common Stock,
either directly or by attestation, valued at Fair
Market Value on the date of exercise, or any
combination thereof.
10. Tax Withholding. The Company shall have the
right to deduct applicable taxes from any Award payment
and withhold, at the time of delivery or vesting of
shares under the Plan, an appropriate number of shares
for payment of taxes required by law or to take such
other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of
such taxes. The Company may defer making delivery with
respect to Common Stock obtained pursuant to an Award
hereunder until arrangements satisfactory to it have
been made with respect to any such withholding
obligation. If Common Stock is used to satisfy tax
withholding, such stock shall be valued based on the
Fair Market Value when the tax withholding is required
to be made.
11. Amendment, Modification, Suspension or
Discontinuance of the Plan. The Board may terminate
the Plan or make such modifications or amendments
thereto as it shall deem advisable in order to conform
to any law or regulation applicable thereto; provided,
however, that the Board may not, unless otherwise
permitted under applicable law, without further
approval of the shareholders of the Company, adopt any
amendment to the Plan which would cause the Plan to no
longer comply with Section 162(m) of the Code, or any
successor provision or other regulatory requirements.
No such termination, modification or amendment of the
Plan may, without the consent of a Participant,
adversely affect the rights of such Participant under
an outstanding Award then held by the Participant.
12. Termination of Employment. If the employment
of a Participant terminates, other than pursuant to
paragraphs (a) through (c) of this Section 12, all
unexercised, deferred and unpaid Awards shall terminate
90 days after such termination of employment or
service, unless the Award Agreement provides otherwise,
and during such 90-day period shall be exercisable only
to the extent provided in the Award Agreement.
Notwithstanding the foregoing, if a Participant's
employment is terminated for Cause, to the extent the
Award is not effectively exercised or has not vested
prior to such termination, it shall lapse or be
forfeited to the Company immediately upon termination
In all events, an Award will not be exercisable after
the end of its term as set forth in the Award
Agreement.
(a) Retirement. When a Participant's
employment terminates as a result of Retirement,
or early retirement with the consent of the
Committee, the Committee (in the form of an Award
Agreement or otherwise) may permit Awards to
continue in effect beyond the date of Retirement,
or early retirement, and the exercisability and
vesting of any Award may be accelerated.
(b) Resignation In the Best Interests of the
Company. When a Participant resigns from the
Company and, in the judgment of the chief
executive officer or other senior officer
designated by the Committee, the acceleration
and/or continuation of outstanding Awards would be
in the best interests of the Company, the
Committee may (i) authorize, where appropriate,
the acceleration and/or continuation of all or any
part of Awards granted prior to such termination
and (ii) permit the exercise, vesting and payment
of such Awards for such period as may be set forth
in the applicable Award Agreement.
(c) Death or Disability of a Participant.
(i) In the event of a Participant's
death, the Participant's estate or
beneficiaries shall have a period specified
in the Award Agreement within which to
receive or exercise any outstanding Award
held by the Participant under such terms, and
to the extent, as may be specified in the
applicable Award Agreement. Rights to any
such outstanding Awards shall pass by will or
the laws of descent and distribution in the
following order: (a) to beneficiaries so
designated by the Participant; if none, then
(b) to a legal representative of the
Participant; if none, then (c) to the persons
entitled thereto as determined by a court of
competent jurisdiction. Subject to
subparagraph (iii) below, Awards so passing
shall be exercised or paid out at such times
and in such manner as if the Participant were
living.
(ii) In the event a Participant is
deemed by the Company to be disabled within
the meaning of Section 22(e)(3) of the Code,
the Award shall be exercisable for the
period, and to the extent, specified in the
Award Agreement. Awards and rights to any
such Awards may be paid to or exercised by
the Participant, if legally competent, or a
legally designated guardian or representative
if the Participant is legally incompetent by
virtue of such disability.
(iii) After the death or disability of
a Participant, the Committee may in its sole
discretion at any time (1) terminate
restrictions in Award Agreements; (2)
accelerate any or all installments and
rights; and (3) instruct the Company to pay
the total of any accelerated payments in a
lump sum to the Participant, the
Participant's estate, beneficiaries or
representative, notwithstanding that, in the
absence of such termination of restrictions
or acceleration of payments, any or all of
the payments due under the Awards might
ultimately have become payable to other
beneficiaries.
(iv) In the event of uncertainty as to
interpretation of or controversies concerning
this paragraph (c) of Section 12, the
Committee's determinations shall be binding
and conclusive.
(d) No Employment Rights. The Plan shall
not confer upon any Participant any right with
respect to continuation of employment by the
Company, nor shall it interfere in any way with
the right of the Company to terminate any
Participant's employment at any time.
13. Nonassignability. Except as provided in
subsection (c) of Section 12 and this Section 13, no
Award or any other benefit under the Plan shall be
assignable or transferable, or payable to or
exercisable by anyone other than the Participant to
whom it was granted. Notwithstanding the foregoing,
the Committee (in the form of an Award Agreement or
otherwise) may permit Awards to be transferred to
members of the Participant's immediate family, to
trusts for the benefit of the Participant and/or such
immediate family members, and to partnerships or other
entities in which the Participant and/or such immediate
family members own all the equity interests. For
purposes of the preceding sentence, "immediate family"
shall mean a Participant's spouse, issue and spouses of
his issue.
14. Adjustments. In the event of any change in
the outstanding Common Stock of the Company by reason
of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger,
or similar event, the Committee may adjust
proportionally (a) the number of shares of Common Stock
(i) reserved under the Plan, (ii) available for ISOs,
(iii) for which Awards may be granted to an individual
Participant, and (iv) covered by outstanding Awards
denominated in stock, (b) the stock prices related to
outstanding Awaits; and (c) the appropriate Fair Market
Value and other price determinations for such Awards.
In the event of any other change affecting the Common
Stock or any distribution (other than normal cash
dividends) to holders of Common Stock, such adjustments
as may be deemed equitable by the Committee, including
adjustments to avoid fractional shares, shall be made
to give proper effect to such event. In the event of a
corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or
liquidation, the Committee shall be authorized to issue
or assume Stock Options, whether or not in a
transaction to which Section 424(a) of the Code
applies, by means of substitution of new Stock Options
for previously issued Stock Options or an assumption of
previously issued Stock Options.
15. Notice. Any notice to the Company required by
any of the provisions of the Plan shall be addressed to
the director of human resources or to the chief
executive officer of the Company in writing, and shall
become effective when it is received by the office of
either of them.
16. Unfunded Plan. The Plan shall be unfunded.
Although bookkeeping accounts may be established with
respect to Participants who are entitled to Common
Stock under the Plan, any such accounts shall be used
merely as a bookkeeping convenience. The Company shall
not be required to segregate any Common Stock, nor
shall the Plan be construed as providing for such
segregation, nor shall the Company nor the Board nor
the Committee be deemed to be a trustee of any Common
Stock to be granted under the Plan. Any liability of
the Company to any Participant with respect to a grant
of Common Stock or rights thereto under the Plan shall
be based solely upon any contractual obligations that
may be created by the Plan and any Award Agreement; no
such obligation of the Company shall be deemed to be
secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the
Board nor the Committee shall be required to give any
security or bond for the performance of any obligation
that may be created by the Plan.
17. Governing Law. The Plan and all
determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by the laws of the
United States, shall be governed by the laws of the
State of Wisconsin and construed accordingly.
18. Effective and Termination Dates. The
effective date of the Plan is February 13, 1997. The
Plan shall terminate on February 12, 2007 subject to
earlier termination by the Board pursuant to Section
11, after which no Awards may be made under the Plan,
but any such termination shall not affect Awards then
outstanding o the authority of the Committee to
continue to administer the Plan.
19. Other Benefit and Compensation Programs.
Payments and other benefits received by a Participant
pursuant to an Award shall not be deemed a part of such
Participant's regular, recurring compensation for
purposes of the termination or severance plans of the
Company and shall not be included in, nor have any
effect on, the determination of benefits under any
other employee benefit plan, contract or similar
arrangement, unless the Committee expressly determines
otherwise.
GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202
Phone: (414) 273-3500 Fax: (414) 273-5198
October 1, 1997
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 5,601,825 shares of common
stock, $1.00 par value, (the "Shares"), in the manner
set forth in the Registration Statement.
We have examined: (a) the Registration Statement,
(b) the Company's Restated Articles of Incorporation,
and By-Laws, as amended to date, (c) certain
resolutions of the Company's Board of Directors, and
(d) such other proceedings, documents and records as we
have deemed necessary to enable us to render this
opinion.
Based on the foregoing, we are of the opinion that
the Shares, when sold as contemplated in the
Registration Statement, will be duly authorized and
validly issued, fully paid and nonassessable except to
the extent provided in Section 180.0622(2)(b) of the
Wisconsin Statutes, or any successor provision, which
provides that shareholders of a corporation organized
under Chapter 180 of the Wisconsin Statutes may be
assessed up to the par value of their shares to satisfy
the obligations of such corporation to its employees
for services rendered, but not exceeding six months
service in the case of any individual employee; certain
Wisconsin courts have interpreted "par value" to mean
the full amount paid by the purchaser of shares upon
the issuance thereof.
We consent to the use of this opinion as an
exhibit to the Registration Statement. In giving this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
RH:ica
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby
consent to the incorporation by reference in this Form
S-8 Registration Statement to register common stock of
Marshall & Ilsley Corporation (related to the Marshall
& Ilsley Corporation 1997 Executive Stock Option and
Restricted Stock and the Security Capital Corporation
1993 Incentive Stock Option Plans) of our report dated
January 31, 1997, included in Marshall & Ilsley
Corporation's Form 10-K and Form 10-K/A for the year
ended December 31, 1996, and to all references to our
Firm included in such Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
September 30, 1997.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ Richard A. Abdoo
-------------------------
Richard A. Abdoo
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ Oscar C. Boldt
----------------------
Oscar C. Boldt
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ Jon F. Chait
---------------------
Jon F. Chait
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ Glenn A. Francke
------------------------
Glenn A. Francke
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ G. H. Gunnlaugsson
--------------------------
G.H. Gunnlaugsson
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ Burleigh E. Jacobs
--------------------------
Burleigh E. Jacobs
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 14th day of February, 1997.
/s/ Jack F. Kellner
-----------------------
Jack F. Kellner
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ D. J. Kuester
-----------------------
D.J. Kuester
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 14th day of February, 1997.
/s/ Edward L. Meyer, Jr.
----------------------------
Edward L. Meyer, Jr.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ Don R. O'Hare
------------------------
Don R. O'Hare
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ San W. Orr, Jr.
------------------------
San W. Orr, Jr.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ Peter M. Platten, III
----------------------------
Peter M. Platten, III
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ Stuart W. Tisdale
-----------------------
Stuart W. Tisdale
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ J. B. Wigdale
----------------------
J.B. Wigdale
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ James O. Wright
------------------------
James O. Wright
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the 1997 Stock Incentive Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 1997
Stock Incentive Plan and any related amendments and/or
supplements; (ii) generally doing all things in his
name and on his 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; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments and/or
supplements.
Dated this 13th day of February, 1997.
/s/ Gus A. Zuehlke
----------------------
Gus A. Zuehlke
DIRECTOR'S POWER OF ATTORNEY
Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 8th day of April, 1997.
/s/ Richard A. Abdoo
-----------------------
Richard A. Abdoo
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 31st day of March, 1997.
/s/ Oscar C. Boldt
----------------------
Oscar C. Boldt
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 31st day of March, 1997.
/s/ Jon F. Chait
--------------------
Jon F. Chait
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 31st day of March, 1997.
/s/ Glenn A. Francke
-----------------------
Glenn A. Francke
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 27th day of March, 1997.
/s/ G.H. Gunnlaugsson
------------------------
G.H. Gunnlaugsson
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 31st day of March, 1997.
/s/ Burleigh E. Jacobs
-------------------------
Burleigh E. Jacobs
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 7th day of April, 1997.
/s/ Jack F. Kellner
------------------------
Jack F. Kellner
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 31st day of March, 1997.
/s/ D.J. Kuester
---------------------
D.J. Kuester
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 31st day of March, 1997.
/s/ Edward L. Meyer, Jr.
---------------------------
Edward L. Meyer, Jr.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 2nd day of April, 1997.
/s/ Don R. O'Hare
-------------------------
Don R. O'Hare
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 16th day of April, 1997.
/s/ San W. Orr, Jr.
-----------------------
San W. Orr, Jr.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 31st day of March, 1997.
/s/ Peter M. Platten, III
--------------------------
Peter M. Platten, III
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 31st day of March, 1997.
/s/ Stuart W. Tisdale
------------------------
Stuart W. Tisdale
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 31st day of March, 1997.
/s/ J.B. Wigdale
--------------------
J.B. Wigdale
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 4th day of April, 1997.
/s/ James O. Wright
------------------------
James O. Wright
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Security Capital Corporation Option
Plans)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as his true
and lawful attorney-in-fact for the purpose of (i)
executing his name and on his behalf Marshall & Ilsley
Corporation's Registration Statement on Form S-8
relating to the Security Capital Corporation Option
Plans and any related amendments (including post-
effective amendments) and/or supplements to said Form
S-8; (ii) generally doing all things in his name and on
his behalf in his capacity as a director to enable
Marshall & Ilsley Corporation to comply with the
provisions of the Securities Exchange Act of 1934, as
amended, the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange
Commission; and (iii) ratifying and confirming his
signature as it may be signed by the attorney-in-fact
to the Form S-8 and any related amendments (including
post-effective amendments) and/or supplements thereto.
Dated this 11th day of April, 1997.
/s/ Gus A. Zuehlke
----------------------
Gus A. Zuehlke
