Registration No. 333-
As filed with the Securities and Exchange Commission on April 2, 1998
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 Amended and Restated 1994
Long-Term Incentive Plan for Executives
Marshall & Ilsley Corporation Amended and Restated
Directors Deferred Compensation Plan*
Advantage Bancorp, Inc. Stock Option Plans**
_______________
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, 1,350,402 N/A $67,323,108 $20,400.94
$1.00 par
value
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(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
Plans (1,100,000 shares), the registration fee is
based on the average of the high and low price per
share of Marshall & Ilsley Corporation common stock
on March 27, 1998 on the Nasdaq National Market as
reported in the Midwest Edition of The Wall Street
Journal on March 30, 1998 ($58.375). With respect to
the shares registered under the Advantage Bancorp
Plans (250,402 shares), the registration fee is based
on the aggregate exercise price for the shares
underlying the outstanding options as of April 1,
1998 ($3,110,608). There will be no further grants
under the Advantage Bancorp Plans.
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*In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement
also covers an indeterminate amount of interests in
the Directors Deferred Compensation Plan described
herein.
**The Advantage Bancorp Plans were assumed by Marshall &
Ilsley Corporation as of April 1, 1998 in connection
with the merger of Advantage Bancorp, Inc. 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, 1997.
(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, or if such disinterested quorum
cannot be obtained, by a majority vote of 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
<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 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 Amended and
Restated 1994 Long-Term Incentive Plan for
Executives (incorporated herein by reference
to Exhibit 10(jj) to Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1997).
4.2 Marshall & Ilsley Corporation Amended and
Restated Directors Deferred Compensation Plan
(incorporated herein by reference to
Registrant's Proxy Statement for the 1998
Annual Meeting of Shareholders).
4.3 Advantage Bancorp, Inc. 1991 Stock Option and
Incentive Plan (incorporated herein by
reference to Exhibit 4.1 to Advantage
Bancorp's Form S-8 Registration Statement
filed on December 30, 1993).
4.4 Advantage Bancorp, Inc. 1995 Equity Incentive
Plan (incorporated herein by reference to
Exhibit 10.2 to Advantage Bancorp's Annual
Report on Form 10-K for fiscal year ended
September 30, 1994).
4.5 Advantage Bancorp, Inc. 1996 Non-Employee
Director Stock Option Plan (incorporated by
reference to Exhibit 4.1 to Advantage
Bancorp's Form S-8 Registration Statement
filed on May 3, 1996).
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.
<PAGE>
(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.
(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 April
1, 1998.
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: April 1, 1998
- ----------------------
J.B. Wigdale,
Chairman of the Board
and a Director
(Chief Executive Officer)
/s/ P.R. Justiliano Date: April 1, 1998
- ----------------------
P.R. Justiliano,
Senior Vice President and
Corporate Controller
(Principal Accounting Officer)
Directors: Richard A. Abdoo, Oscar C. Boldt, J.P.
Bolduc, Wendell F. Bueche, Jon F. Chait,
Glenn A. Francke, G.H. Gunnlaugsson (also
Chief Financial Officer), Burleigh E. Jacobs,
Jack F. Kellner, James F. Kress, Edward L.
Meyer, Jr., Don R. O'Hare, Peter M. Platten,
III, J.A. Puelicher, Stuart W. Tisdale, J.B.
Wigdale, James O. Wright and Gus A. Zuehlke.
By: /s/ M.A. Hatfield Date: April 1, 1998
- --------------------------
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 Amended
and Restated 1994 Long-Term Incentive
Plan for Executives (incorporated herein
by reference to Exhibit 10(jj) of
Registrant's Annual Report on Form 10-K
for fiscal year ended December 31,
1997).
4.2 Marshall & Ilsley Corporation Amended
and Restated Directors Deferred
Compensation Plan (incorporated herein
by reference to Registrant's Proxy
Statement for the 1998 Annual Meeting of
Shareholders).
4.3 Advantage Bancorp, Inc. 1991 Stock Option and
Incentive Plan (incorporated herein by
reference to Exhibit 4.1 to Advantage Bancorp's
Form S-8 Registration Statement filed on
December 30, 1993).
4.4 Advantage Bancorp, Inc. 1995 Equity Incentive
Plan (incorporated herein by reference
to Exhibit 10.2 to Advantage Bancorp's Annual
Report on Form 10-K for fiscal year ended
September 30, 1994).
4.5 Advantage Bancorp, Inc. 1996 Non-Employee
Director Stock Option Plan (incorporated by
reference to Exhibit 4.1 to Advantage
Bancorp's Form S-8 Registration Statement
filed on May 3, 1996).
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.
EXHIBIT 5
GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202
Phone: (414) 273-3500 Fax: (414) 273-5198
April 1, 1998
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 1,350,402 shares of common
stock, $1.00 par value, (the "Shares"), in the manner
set forth in the Registration Statement. Such Shares
may be either newly issued shares, treasury shares or
shares acquired in market transactions.
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
any Shares originally issued by the Company and 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
EXHIBIT 23.1
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 Amended and Restated 1994 Long-
Term Incentive Plan for Executives, the Marshall &
Ilsley Corporation Amended and Restated Directors
Deferred Compensation Plan and the Advantage Bancorp,
Inc. 1991 Stock Option and Incentive Plan) of our
report dated January 30, 1998, included in Marshall &
Ilsley Corporation's Form 10-K for the year ended
December 31, 1997, and to all references to our Firm
included in such Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
April 1, 1998
EXHIBIT 24
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ Richard A.Abdoo
-------------------------------
Richard A. Abdoo
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Richard A. Abdoo
----------------------------
Richard A. Abdoo
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ Oscar C. Boldt
--------------------------
Oscar C. Boldt
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Oscar C. Boldt
----------------------------
Oscar C. Boldt
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ J.P. Bolduc
-----------------------
J.P. Bolduc
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ J.P. Bolduc
--------------------
J.P. Bolduc
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ Wendell F. Bueche
-------------------------
Wendell F. Bueche
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Wendell F. Bueche
------------------------
Wendell F. Bueche
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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 12th day of February, 1998.
/s/ Jon F. Chait
---------------------
Jon F. Chait
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 Amended and Restated Directors Deferred
Compensation Plan 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 12th day of February, 1998.
/s/ Jon F. Chait
-----------------------
Jon F. Chait
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 28th day of October, 1997.
/s/ Jon F. Chait
---------------------------
Jon F. Chait
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ Glenn A. Francke
---------------------------
Glenn A. Francke
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Glenn A. Francke
---------------------------
Glenn A. Francke
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th of February, 1998.
/s/ G.H. Gunnlaugsson
----------------------------
G.H. Gunnlaugsson
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ G.H. Gunnlaugsson
--------------------------
G.H. Gunnlaugsson
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ Burleigh E. Jacobs
----------------------------
Burleigh E. Jacobs
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Burleigh E. Jacobs
-----------------------------
Burleigh E. Jacobs
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ Jack F. Kellner
--------------------------
Jack F. Kellner
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Jack F. Kellner
-------------------------
Jack F. Kellner
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 20th day of February, 1998.
/s/ James F. Kress
-------------------------
James F. Kress
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 24th day of October, 1997.
/s/ James F. Kress
----------------------
James F. Kress
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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 February, 1998.
/s/ Edward L. Meyer, Jr.
-----------------------------
Edward L. Meyer, Jr.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 Amended and Restated Directors Deferred
Compensation Plan 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 12th day of February, 1998.
/s/ Edward L. Meyer, Jr.
-----------------------------
Edward L. Meyer, Jr.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Edward L. Meyer, Jr.
---------------------------
Edward L. Meyer, Jr.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ Don R. O'Hare
-------------------------
Don R. O'Hare
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Don R. O'Hare
-----------------------
Don R. O'Hare
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ Peter M. Platten, III
----------------------------
Peter M. Platten, III
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Peter M. Platten, III
----------------------------
Peter M. Platten, III
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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 February, 1998.
/s/ J.A. Puelicher
--------------------------
J.A. Puelicher
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 Amended and Restated Directors Deferred
Compensation Plan 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 12th day of February, 1998.
/s/ J.A. Puelicher
--------------------------
J.A. Puelicher
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ J.A. Puelicher
------------------------
J.A. Puelicher
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ Stuart W. Tisdale
--------------------------
Stuart W. Tisdale
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Stuart W. Tisdale
---------------------------
Stuart W. Tisdale
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ J.B. Wigdale
----------------------
J.B. Wigdale
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ J.B. Wigdale
-------------------------
J.B. Wigdale
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Directors Deferred
Compensation Plan 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.
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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.
The following signature is applicable to both of
the foregoing Powers of Attorney and may be filed with
the Securities and Exchange Commission in typed form
separately with each Power of Attorney.
Dated this 12th day of February, 1998.
/s/ James O. Wright
--------------------------
James O. Wright
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ James O. Wright
-----------------------
James O. Wright
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Marshall &
Ilsley Corporation 1994 Long-Term Incentive Plan for
Executives)
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 Amended and Restated Marshall & Ilsley
Corporation 1994 Long-Term Incentive Plan for
Executives 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 19th day of February, 1998.
/s/ Gus A. Zuehlke
----------------------
Gus A. Zuehlke
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Amended and Restated Directors
Deferred Compensation 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 Amended and Restated Directors Deferred
Compensation Plan 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 February, 1998.
/s/ Gus A. Zuehlke
-----------------------
Gus A. Zuehlke
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Advantage Bancorp, Inc. 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 October, 1997.
/s/ Gus A. Zuehlke
-----------------------
Gus A. Zuehlke
