Registration No. 333-
As filed with the Securities and Exchange Commission on May 12, 2000
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 2000 Employee Stock Purchase Plan
Marshall & Ilsley Corporation 2000 Executive Stock Option and
Restricted Stock 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)
_______________
Copy to:
Randall J. Erickson
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
_______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to Price Per Offering Registration
Registered be Registered Unit(1) Price Fee (1)
Common Stock, 6,000,000 N/A $281,250,000 $74,250
$1.00 par value
(1) The registration fee was calculated pursuant to
Rule 457(c) and (h) under the Securities Act of 1933.
The registration fee is based on the average of the
high and low price per share of Marshall & Ilsley
Corporation common stock on May 9, 2000 on the New
York Stock Exchange as reported in the Midwest
Edition of The Wall Street Journal on May 10, 2000
($46.875).
<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, 1999.
(b) The description of the Registrant's
Common Stock contained in the Registrant's
Registration Statement filed pursuant to
Section 12(b) 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 2000 Employee
Stock Purchase Plan (incorporated herein by
reference to Registrant's Proxy Statement for
the 2000 Annual Meeting of Shareholders).
4.2 Marshall & Ilsley Corporation 2000 Executive
Stock Option and Restricted Stock Plan
(incorporated herein by reference to
Registrant's Proxy Statement for the 2000
Annual Meeting of Shareholders).
5 Opinion of Godfrey & Kahn, S.C. regarding
legality of the Common Stock being
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Godfrey & Kahn, S.C., included in
Exhibit 5.
24 Powers of Attorney for Directors of the
Registrant.
Item 9. Undertakings*
The Registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-
effective amendment to this Registration
Statement to include any material information
with respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933 (the
"Securities Act"), each such post-effective
amendment shall be deemed to be a new
registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
<PAGE>
(b) (4) That, for the purposes of determining
any liability under the Securities Act, each
filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (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 May
12, 2000.
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: May 12, 2000
- ------------------------
J.B. Wigdale,
Chairman of the Board and a Director
(Chief Executive Officer)
/s/ G.H. Gunnlaugsson Date: May 12, 2000
- ---------------------------
G.H. Gunnlaugsson,
Executive Vice President and a Director
(Chief Financial Officer)
/s/ P.R. Justiliano Date: May 12, 2000
- ----------------------------
P.R. Justiliano,
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
Directors: Richard A. Abdoo, Oscar C. Boldt,
Wendell F. Bueche, Jon F. Chait, G.H.
Gunnlaugsson, Timothy E. Hoeksema, Burleigh
E. Jacobs, James F. Kress, D.J. Kuester,
Katharine C. Lyall, Edward L. Meyer, Jr., Don
R. O'Hare, San W. Orr, Jr., Peter M. Platten,
III, Robert A. Schaefer, John S. Shiely,
Stuart W. Tisdale, George E. Wardeberg, J.B.
Wigdale and Gus A. Zuehlke.
By: /s/ M.A. Hatfield Date: May 12, 2000
---------------------------------
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 2000 Employee
Stock Purchase Plan (incorporated herein by
reference to Registrant's Proxy Statement
for the 2000 Annual Meeting of
Shareholders).
4.2 Marshall & Ilsley Corporation 2000
Executive Stock Option and Restricted Stock
Plan (incorporated herein by reference to
Registrant's Proxy Statement for the 2000
Annual Meeting of Shareholders).
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
May 12, 2000
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 6,000,000 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.
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to
the incorporation by reference in this registration
statement of our report dated January 12, 2000 included
in the Marshall & Ilsley Corporation's Annual Report on
Form 10-K for the year ended December 31, 1999 and to
all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
May 12, 2000
EXHIBIT 24
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Richard A. Abdoo
---------------------------
Richard A. Abdoo
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Oscar C. Boldt
-------------------------
Oscar C. Boldt
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Wendell F. Bueche
-------------------------
Wendell F. Bueche
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Jon F. Chait
---------------------
Jon F. Chait
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase Plan)
The undersigned director and executive officer 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 Marshall & Ilsley
Corporation 2000 Executive Stock Option Plan and the
Marshall & Ilsley Corporation 2000 Employee Stock
Purchase 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 and
executive officer 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 10th day of February, 2000.
/s/ G.H. Gunnlaugsson
---------------------------
G.H. Gunnlaugsson
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 21st day of February, 2000.
/s/ Timothy E. Hoeksema
--------------------------
Timothy E. Hoeksema
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Burleigh E. Jacobs
----------------------------
Burleigh E. Jacobs
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ James F. Kress
---------------------------
James F. Kress
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ D.J. Kuester
------------------------
D.J. Kuester
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase Plan)
The undersigned director of Marshall & Ilsley
Corporation designates each of J.B. Wigdale and M.A.
Hatfield, with the power of substitution, as her true
and lawful attorney-in-fact for the purpose of: (i)
executing in her name and on her behalf Marshall &
Ilsley Corporation's Registration Statement on Form S-8
relating to the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase Plan and any
related amendments (including post-effective
amendments) and/or supplements to said Form S-8; (ii)
generally doing all things in her name and on her
behalf in her 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 her 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 10th day of February, 2000.
/s/ Katharine C. Lyall
-------------------------
Katharine C. Lyall
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Edward L. Meyer, Jr.
-----------------------------
Edward L. Meyer, Jr.
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Don R. O'Hare
-------------------------
Don R. O'Hare
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ San W. Orr, Jr.
--------------------------
San W. Orr, Jr.
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Peter M. Platten, III
------------------------------
Peter M. Platten, III
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Robert A. Schaefer
--------------------------
Robert A. Schaefer
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ John S. Shiely
-----------------------
John S. Shiely
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Stuart W. Tisdale
------------------------
Stuart W. Tisdale
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ George E. Wardeberg
----------------------------
George E. Wardeberg
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase Plan)
The undersigned director and executive officer 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 Marshall & Ilsley
Corporation 2000 Executive Stock Option Plan and the
Marshall & Ilsley Corporation 2000 Employee Stock
Purchase 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 and
executive officer 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 10th day of February, 2000.
/s/ J.B. Wigdale
----------------------
J.B. Wigdale
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
(Form S-8 for the Marshall & Ilsley Corporation 2000
Executive Stock Option Plan
and the Marshall & Ilsley Corporation 2000 Employee
Stock Purchase 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 Marshall & Ilsley Corporation 2000
Executive Stock Option Plan and the Marshall & Ilsley
Corporation 2000 Employee Stock Purchase 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 10th day of February, 2000.
/s/ Gus A. Zuehlke
-------------------------
Gus A. Zuehlke
