<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
MARSHALL & ILSLEY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
MARSHALL & ILSLEY CORPORATION
770 North Water Street
Milwaukee, Wisconsin 53202
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 2000
TO THE SHAREHOLDERS OF MARSHALL & ILSLEY CORPORATION:
The 2000 Annual Meeting of Shareholders of Marshall & Ilsley Corporation
will be held at the Milwaukee Athletic Club, 758 North Broadway, Grand Ballroom,
4th Floor, Milwaukee, Wisconsin, on Tuesday, April 25, 2000 at 10:00 a.m., local
time, for the following purposes:
(1) To elect seven Directors to serve until the 2003 Annual Meeting of
Shareholders and until their successors are elected and qualified;
(2) To approve the Marshall & Ilsley Corporation 2000 Employee Stock
Purchase Plan;
(3) To approve the Marshall & Ilsley Corporation 2000 Executive Stock
Option and Restricted Stock Plan;
(4) To amend the Restated Articles of Incorporation of Marshall & Ilsley
Corporation to increase the authorized Common Stock from 160,000,000
shares to 320,000,000 shares; and
(5) To transact such other business as may properly come before the Annual
Meeting, all in accordance with the accompanying Proxy Statement.
Shareholders of record at the close of business on February 29, 2000 are
entitled to notice of and to vote at the Annual Meeting.
HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES MUST BE PRESENT IN PERSON
OR BY PROXY IN ORDER FOR THE MEETING TO BE HELD. THEREFORE, WHETHER OR NOT YOU
EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO VOTE BY
COMPLETING AND RETURNING THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, BY A
TELEPHONE VOTE OR BY VOTING ELECTRONICALLY VIA THE INTERNET. IF YOU ATTEND THE
MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO BY REVOKING YOUR
PROXY AT ANY TIME PRIOR TO THE VOTING THEREOF. IN ADDITION, YOU MAY REVOKE YOUR
PROXY AT ANY TIME BEFORE IT IS VOTED BY WRITTEN NOTICE OF REVOCATION TO THE
SECRETARY OF THE COMPANY OR BY SUBMITTING A LATER-DATED PROXY.
M. A. HATFIELD, Secretary
March 13, 2000
<PAGE> 3
MARSHALL & ILSLEY CORPORATION
770 NORTH WATER STREET
MILWAUKEE, WISCONSIN 53202
MARCH 13, 2000
PROXY STATEMENT
The proxy you received is solicited by the Board of Directors of Marshall &
Ilsley Corporation (the "Company" or "M&I") for use at the Annual Meeting of
Shareholders to be held on Tuesday, April 25, 2000 (the "Annual Meeting"). At
the Annual Meeting, the shareholders of the Company will elect seven Class I
Directors, each of whom will hold office until April 2003 and, with respect to
each Director, until his or her successor is elected and qualified. The
Company's shareholders also will be asked to approve the Company's 2000 Employee
Stock Purchase Plan (the "Stock Purchase Plan"), the Company's 2000 Executive
Stock Option and Restricted Stock Plan (the "2000 Stock Option Plan"), and an
amendment to the Company's Restated Articles of Incorporation to increase the
authorized common stock of the Company from 160,000,000 shares to 320,000,000
shares.
The expense of printing and mailing proxy materials, including expenses
involved in forwarding materials to beneficial owners of common stock held in
the name of another person, will be borne by the Company. No solicitation other
than by mail is contemplated, except that officers or employees of the Company
or its subsidiaries may solicit the return of proxies from certain shareholders
by telephone. In addition, the Company has retained Morrow & Co., Inc. to assist
in the solicitation of proxies for a fee of approximately $6,500. The Proxy
Statement and the Proxy are being sent to the Company's shareholders commencing
on or about March 13, 2000. Shareholders who have consented to electronic
delivery of the Proxy Statement and the Company's Annual Report on Form 10-K
will receive those documents via posting on M&I's web site:
www.micorp.com/ereports.html.
Each shareholder of record at the close of business on February 29, 2000
will be entitled to one vote for each share of common stock registered in such
shareholder's name. The Company has two classes of capital stock outstanding:
its $1.00 par value common stock (the "Common Stock") and its non-voting Series
A preferred stock (the "Preferred Stock"). As of February 29, 2000, the Company
had outstanding 104,327,769 shares of Common Stock and 336,370 shares of
Preferred Stock. The presence, in person or by proxy, of the holders of a
majority of the shares of the Common Stock outstanding on the record date is
required for a quorum with respect to the matters on which action is to be taken
at the Annual Meeting.
Any shareholder executing and delivering his or her proxy may revoke the
same at any time prior to the voting thereof by advising the Secretary of the
Company in writing (including executing a later-dated proxy or voting via the
Internet) or by telephone of such revocation.
The Company has instituted the Dividend Reinvestment and Cash Investment
Plan (the "Reinvestment Plan") administered by BankBoston, N.A., as Trustee.
Under the provisions of the Reinvestment Plan, shares of Common Stock are
acquired and held in nominee name by BankBoston, N.A. for participating
shareholders. Shares so held have been separately designated on the proxy card
pertaining to each participant and will be voted at the Annual Meeting in the
same manner in which the participant votes those shares registered in his or her
own name either by proxy or in person.
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, is being provided to shareholders with this Proxy Statement.
UNLESS OTHERWISE DIRECTED, ALL PROXIES WILL BE VOTED FOR THE ELECTION OF
EACH OF THE INDIVIDUALS NOMINATED TO SERVE AS A CLASS I DIRECTOR, FOR APPROVAL
OF THE STOCK PURCHASE PLAN, FOR APPROVAL OF THE 2000 STOCK OPTION PLAN AND FOR
APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF
INCORPORATION.
ABSTENTIONS AND BROKER NON-VOTES (I.E., PROXIES FROM BROKERS OR NOMINEES
INDICATING THAT SUCH PERSONS HAVE NOT RECEIVED INSTRUCTIONS FROM THE BENEFICIAL
OWNERS TO VOTE SHARES AS TO A MATTER WITH RESPECT TO WHICH
<PAGE> 4
THE BROKERS OR NOMINEES DO NOT HAVE DISCRETIONARY POWER TO VOTE) WILL BE TREATED
AS PRESENT FOR PURPOSES OF DETERMINING A QUORUM.
DIRECTORS ARE ELECTED BY A PLURALITY OF THE VOTES CAST BY HOLDERS OF THE
COMPANY'S COMMON STOCK ENTITLED TO VOTE AT A MEETING AT WHICH A QUORUM IS
PRESENT. IN OTHER WORDS, THE SEVEN DIRECTORS WHO RECEIVE THE LARGEST NUMBER OF
VOTES WILL BE ELECTED AS DIRECTORS. ANY SHARES NOT VOTED, WHETHER BY WITHHELD
AUTHORITY, BROKER NON-VOTE OR OTHERWISE, WILL HAVE NO EFFECT IN THE ELECTION OF
DIRECTORS EXCEPT TO THE EXTENT THAT THE FAILURE TO VOTE FOR AN INDIVIDUAL
RESULTS IN ANOTHER INDIVIDUAL RECEIVING A LARGER NUMBER OF VOTES. ANY VOTES
ATTEMPTED TO BE CAST "AGAINST" A CANDIDATE ARE NOT GIVEN LEGAL EFFECT AND ARE
NOT COUNTED AS VOTES CAST IN AN ELECTION OF DIRECTORS. THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE SHARES PRESENT OR REPRESENTED AND ENTITLED TO VOTE IS REQUIRED
TO APPROVE THE STOCK PURCHASE PLAN AND THE 2000 STOCK OPTION PLAN. WITH RESPECT
TO THE PROPOSALS TO APPROVE THE STOCK PURCHASE PLAN AND THE 2000 STOCK OPTION
PLAN, ABSTENTIONS WILL HAVE THE EFFECT OF VOTES AGAINST SUCH PROPOSALS AND
BROKER NON-VOTES WILL NOT BE COUNTED AS SHARES ENTITLED TO VOTE ON EITHER
PROPOSAL. THE AFFIRMATIVE VOTE OF THE HOLDERS OF TWO-THIRDS OF THE OUTSTANDING
SHARES IS REQUIRED TO APPROVE THE PROPOSED AMENDMENT TO THE COMPANY'S RESTATED
ARTICLES OF INCORPORATION. WITH RESPECT TO THE PROPOSAL TO APPROVE THE AMENDMENT
TO THE COMPANY'S RESTATED ARTICLES OF INCORPORATION, ABSTENTIONS AND BROKER
NON-VOTES WILL HAVE THE EFFECT OF VOTES AGAINST SUCH PROPOSAL.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists as of February 29, 2000 information regarding the
beneficial ownership of shares of Common Stock by each current director, each
nominee for director who is not currently a director (Ted D. Kellner), each
named executive officer of the Company, each person believed by the Company to
be a beneficial owner of more than 5% of Common Stock, and all current directors
and executive officers of the Company as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
------------------- ----------------------- ----------------
<S> <C> <C>
Marshall & Ilsley Trust Company.................... 9,747,940(2) 9.34%
1000 North Water Street
Milwaukee, WI 53202
The Northwestern Mutual Life....................... 7,734,673(3) 7.15%
Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Richard A. Abdoo................................... 600 *
Oscar C. Boldt..................................... 107,105(4) *
T.M. Bolger........................................ 82,983(5) *
Wendell F. Bueche.................................. 22,800(6) *
Jon F. Chait....................................... 33,487(7) *
J.L. Delgadillo.................................... 82,004(8) *
G.H. Gunnlaugsson.................................. 325,767(9) *
Timothy E. Hoeksema................................ 7,500(10) *
Burleigh E. Jacobs................................. 52,500(10) *
Jack F. Kellner.................................... 511,702(11) *
Ted D. Kellner..................................... 530,700(12) *
James F. Kress..................................... 28,000(13) *
D.J. Kuester....................................... 548,128(14) *
Katharine C. Lyall................................. 5,350(15) *
Edward L. Meyer, Jr. .............................. 33,359(16) *
Don R. O'Hare...................................... 23,806(7) *
San W. Orr, Jr. ................................... 418,713(17) *
P.M. Platten, III.................................. 286,792(18) *
Robert A. Schaefer................................. 74,862(19) *
John S. Shiely..................................... 9,500(10) *
Stuart W. Tisdale.................................. 18,780(20) *
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
------------------- ----------------------- ----------------
<S> <C> <C>
George E. Wardeberg................................ 5,000(15) *
J.B. Wigdale....................................... 782,852(21) *
James O. Wright.................................... 16,000(22) *
Gus A. Zuehlke..................................... 159,395(23) *
</TABLE>
All current directors and executive officers of the Company as a group (35
persons) own 4,353,788 shares of Common Stock or 4.17% of the total Common Stock
outstanding. (24)
- -------------------------
* less than 1%
(1) Except as indicated below, all shares shown in the table are owned with
sole voting and investment power. Includes options transferred to the
employee's immediate family or trust or partnership for the benefit
thereof.
(2) This information is based on Amendment No. 19 to Schedule 13-G dated
February 11, 2000. All such shares are owned by Marshall & Ilsley Trust
Company (the "Trust Company") as trustee or in other fiduciary capacities.
The Trust Company has no economic interest in such shares. Of these shares,
the Trust Company has sole voting power as to 950,325 shares (approximately
0.91%), shared voting power as to 6,150,796 shares (approximately 5.90%),
sole investment power as to 2,608,496 shares (approximately 2.50%), and
shared investment power as to 7,139,445 shares (approximately 6.84%). The
amount and percentage of shares beneficially owned, and the amount of
shares as to which the Trust Company has shared voting or investment power,
include 5,748,276 shares held by the Trust Company as to which it disclaims
beneficial ownership. The Company owns all of the issued and outstanding
capital stock of the Trust Company.
(3) This information is based on Amendment No. 11 to Schedule 13-G dated
February 9, 2000. Of these shares, 3,844,228 may be acquired by conversion
of 336,370 shares of Preferred Stock, 9,700 are owned by investment company
affiliates of Northwestern Mutual Life Insurance Company ("NML") and
3,880,745 are owned by Lydell, Inc., an indirect, wholly-owned subsidiary
of NML. NML has sole voting and investment power as to 3,844,228 of these
shares (approximately 3.68%) and shared voting and investment power as to
3,890,445 shares (approximately 3.73%). In 1999, the Board of Governers of
the Federal Revenue Board ("FRB") released NML from the limitations set
forth in the December 27, 1985 letter to NML from the FRB. In connection
with such action, NML agreed to notify the FRB prior to acquiring
additional shares such that NML's total investment in the Company would
exceed 9.9% of the Company's total outstanding Common Stock or prior to
taking any other action that would trigger any rebuttable presumption of
control under FRB regulations.
(4) Includes 33,962 shares held by Mr. Boldt's family as to which he disclaims
beneficial ownership and 30,400 shares which could be acquired pursuant to
the exercise of stock options within 60 days of February 29, 2000.
(5) Includes 120 shares held by Mr. Bolger's family as to which he disclaims
beneficial ownership and 50,000 shares which could be acquired pursuant to
the exercise of stock options within 60 days of February 29, 2000.
(6) Includes 12,500 shares which could be acquired pursuant to the exercise of
stock options within 60 days of February 29, 2000.
(7) Includes 15,000 shares which could be acquired pursuant to the exercise of
stock options within 60 days of February 29, 2000.
(8) Includes 61,000 shares which could be acquired pursuant to the exercise of
stock options within 60 days of February 29, 2000.
(9) Includes 2,700 shares held by Mr. Gunnlaugsson's family as to which he
disclaims beneficial ownership and 203,575 shares which could be acquired
pursuant to the exercise of stock options within 60 days of February 29,
2000.
3
<PAGE> 6
(10) Includes 7,500 shares which could be acquired pursuant to the exercise of
stock options within 60 days of February 29, 2000.
(11) Includes 504,200 shares held in the Kellner Family Limited Partnership as
to which he disclaims beneficial ownership and 7,500 shares which could be
acquired pursuant to the exercise of stock options within 60 days of
February 29, 2000.
(12) Includes 25,000 shares held by trust for which Mr. Kellner exercises shared
voting and investment power and 504,200 shares held in the Kellner Family
Limited Partnership as to which he disclaims beneficial ownership in excess
of his pecuniary interest.
(13) Includes 17,500 shares which could be acquired pursuant to the exercise of
stock options within 60 days of February 29, 2000.
(14) Includes 14,462 shares as to which Mr. Kuester exercises sole voting power,
and 345,500 shares which could be acquired pursuant to the exercise of
stock options within 60 days of February 29, 2000.
(15) Includes 5,000 shares which could be acquired pursuant to the exercise of
stock options within 60 days of February 29, 2000.
(16) Includes 2,380 shares held by Mr. Meyer's family as to which he disclaims
beneficial ownership and 27,900 shares which could be acquired pursuant to
the exercise of stock options within 60 days of February 29, 2000.
(17) Includes 403,713 shares held by trusts for which Mr. Orr exercises shared
voting and investment power and as to which Mr. Orr disclaims beneficial
ownership, and 15,000 shares which could be acquired pursuant to the
exercise of stock options within 60 days of February 29, 2000.
(18) Includes 6,343 shares held by Mr. Platten's family as to which he disclaims
beneficial ownership, 182,164 shares as to which Mr. Platten exercises sole
voting power and 5,000 shares of which could be acquired pursuant to the
exercise of stock options within 60 days of February 29, 2000.
(19) Includes 10,000 shares which could be acquired pursuant to the exercise of
stock options within 60 days of February 29, 2000.
(20) Includes 180 shares held by Mr. Tisdale's family as to which he disclaims
beneficial ownership and 15,000 shares which could be acquired pursuant to
the exercise of stock options within 60 days of February 29, 2000.
(21) Includes 11,678 shares held by Mr. Wigdale's family as to which he
disclaims beneficial ownership and 518,500 shares which could be acquired
pursuant to the exercise of stock options within 60 days of February 29,
2000.
(22) Includes 7,000 shares which could be acquired pursuant to the exercise of
stock options within 60 days of February 29, 2000, 8,500 shares held by
trust for which Mr. Wright exercises shared voting and investment power and
as to which he disclaims beneficial ownership and 500 shares owned by
Badger Meter Foundation as to which he disclaims beneficial ownership.
(23) Includes 11,771 shares held by Mr. Zuehlke's family as to which he
disclaims beneficial ownership, 45,819 shares as to which Mr. Zuehlke
exercises sole voting power, and 17,500 shares which could be acquired
pursuant to the exercise of stock options within 60 days of February 29,
2000.
(24) Includes 7,600 shares of restricted stock as to which the holders exercise
sole voting power and 1,793,125 shares which could be acquired pursuant to
the exercise of stock options within 60 days of February 29, 2000.
In addition to the ownership of Company Common Stock described above, each
of Messrs. Boldt, Bolger, Bueche, Gunnlaugsson, J.F. Kellner, Kuester, O'Hare,
Orr, Shiely, Wigdale, Wright and Zuehlke beneficially owns one share of Series A
Adjustable Rate Preferred Stock (the "Preferred Stock") of each of 28
subsidiaries of the Company formed as real estate investment trusts. Mr.
Kuester's wife also owns one share of Preferred Stock of each subsidiary. Mr.
Kuester disclaims beneficial ownership of these shares. Each such person owns
less than 1% of the outstanding Preferred Stock of each subsidiary. All
directors and executive officers as a group hold 19 shares of Preferred Stock of
each subsidiary, representing 1.8% of Preferred Stock of each subsidiary.
4
<PAGE> 7
ELECTION OF DIRECTORS
The Company's Restated Articles of Incorporation provide that the Company's
Directors are divided into three classes, designated Class I, Class II and Class
III, with staggered terms of three years each. At the Annual Meeting,
shareholders will elect seven Class I Directors to serve until the Company's
2003 Annual Meeting of Shareholders and until their successors are elected and
qualified. Each Class I Director's term expires at the 2000 Annual Meeting. The
following table sets forth certain information with regard to each of the
nominees for election as a Director as well as each of the Company's continuing
Class II and Class III Directors.
Mr. James O. Wright, who has been a director of the Company for 40 years,
and Mr. Jack F. Kellner, who has been a director of the Company for 24 years,
will be retiring from the Board at the 2000 Annual Meeting. The Company
expresses its thanks to Messrs. Wright and Kellner for their many years of loyal
service.
NOMINEES STANDING FOR ELECTION
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND DIRECTORSHIPS
---- --------------------
<S> <C>
Class I Directors (terms expiring April 2003)
Richard A. Abdoo Chairman of the Board, President and Chief Executive
Age 56 Officer, Wisconsin Energy Corporation, a holding company
with subsidiaries in utility and nonutility businesses,
since May 1991. Chairman of the Board and Chief Executive
Officer of Wisconsin Electric Power Company since June 1990.
A director of United Wisconsin Services, Inc. and Universal
Foods Corporation. A Director since July 1994.
Wendell F. Bueche Retired; Chairman, August 1994 to July 1998, Chief Executive
Age 69 Officer, February 1993 to July 1997, President, February
1993 to August 1994, Director, February 1993 to April 1999,
IMC Global, Inc. Also a director of WICOR, Inc. A Director
since 1983.
G.H. Gunnlaugsson Executive Vice President and Chief Financial Officer of the
Age 55 Company since 1987; Vice President of M&I Marshall & Ilsley
Bank since 1976. A Director since February 1994.
Ted D. Kellner Chairman and Chief Executive Officer of Fiduciary
Age 53 Management, Inc., an investment management firm, since 1980.
Katharine C. Lyall President of the University of Wisconsin System since 1992.
Age 58 Also a director of Alliant Energy Co., Kemper National
Insurance Companies and the Carnegie Foundation for the
Advancement of Teaching. A Director since December 1997.
P.M. Platten, III Retired; Vice Chairman of the Board of the Company from May
Age 60 1994 to May 1997; Former President and Chief Executive
Officer, January 1989 to May 1994, Valley Bancorporation. A
Director since May 1994.
J.B. Wigdale Chairman of the Board of the Company from December 1992 to
Age 63 present, Chief Executive Officer of the Company from October
1992 to present, Vice Chairman of the Board of the Company
from December 1988 to December 1992; Chairman of the Board,
January 1989 to present, Chief Executive Officer, September
1987 to present, of M&I Marshall & Ilsley Bank. A Director
since 1988.
</TABLE>
5
<PAGE> 8
CONTINUING DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND DIRECTORSHIPS
---- --------------------
<S> <C>
Class II Directors (terms expiring April 2001)
Jon F. Chait Chairman and Chief Executive Officer of Magenta.com, a
Age 49 provider of human resource solutions via the Internet, July
1999 to present; Independent Financial Consultant, July 1998
to July 1999; Executive Vice President, Secretary and
Director, August 1991 to July 1998, Managing
Director -- International Operations, 1995 to July 1998,
Chief Financial Officer, August 1993 to 1995, Manpower Inc.
and Executive Vice President, September 1989 to July 1998,
Manpower International Inc., a provider of temporary
employment services. A Director since 1990.
D.J. Kuester President of the Company since 1987; President and Director
Age 58 since January 1989, M&I Marshall & Ilsley Bank; Chairman of
the Board and Director, M&I Data Services. Also a director
of Modine Manufacturing Company. A Director since February
1994.
Edward L. Meyer, Jr. Chairman of the Board, Anamax Corporation, a processor of
Age 62 hides and skins and manufacturer of various rendered
products. A Director since May 1994.
Don R. O'Hare Retired; Consultant, September 1994 to April 1997, Chairman
Age 77 of the Board, September 1994 to October 1996, Chief
Executive Officer, April 1979 to April 1997, and Director,
Sundstrand Corporation, a manufacturer of aerospace and
industrial products. A Director since 1977.
San W. Orr, Jr. Chairman of the Board and Director, Wausau-Mosinee Paper
Age 58 Corporation; Attorney, Estate of A.P. Woodson & Family. Also
a Director of MDU Resources Group, Inc. A Director since
July 1994.
Stuart W. Tisdale Retired; Chairman of the Board and Chief Executive Officer,
Age 71 August 1992 to February 1994, President and Chief Executive
Officer, April 1986 to August 1992, and Director, WICOR,
Inc. A Director since 1986.
George E. Wardeberg Chairman and Chief Executive Officer since 1997, President
Age 64 and Chief Executive Officer from 1994 to 1997, WICOR, Inc.,
a holding company with subsidiaries in energy services and
pump manufacturing. Also a director of Twin Disc, Inc. A
Director since April 1999.
Class III Directors (terms expiring April 2002)
Oscar C. Boldt Chairman, The Boldt Group, Inc., subsidiaries in general
Age 75 contracting, development and related businesses. A Director
since May 1994.
Timothy E. Hoeksema Chairman, President and Chief Executive Officer of Midwest
Age 53 Express Holdings, Inc., a holding company with a principal
subsidiary in the passenger jet airline business, since
1983. Also a director of The Marcus Corporation. A Director
since April 1999.
Burleigh E. Jacobs Chairman of the Board and Director, Grede Foundries, Inc., a
Age 80 manufacturer of grey and ductile iron, steel, and alloyed
castings. A Director since 1967.
James F. Kress Chairman, Green Bay Packaging, Inc., a manufacturer of
Age 70 corrugated and packaging materials. A Director since 1986.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND DIRECTORSHIPS
---- --------------------
<S> <C>
Robert A. Schaefer Retired; Former Director, Executive Vice President and Chief
Age 62 Operating Officer of Security Capital Corporation and Former
Director, President and Chief Operating Officer of Security
Bank S.S.B. A Director since December 1997.
John S. Shiely President, Chief Operating Officer and Director since 1994,
Age 47 Executive Vice President-Administration from 1991 to 1994,
Briggs & Stratton Corporation, a manufacturer of gasoline
engines for outdoor power equipment. Also a director of
Consolidated Paper, Inc. A Director since April 1999.
Gus A. Zuehlke Retired; Former Chairman, Valley Bancorporation until May
Age 78 1994; Former Chairman, Valley Bank, Appleton, Wisconsin,
until May 1994. A Director since May 1994.
</TABLE>
The Board of Directors of the Company has standing Executive Compensation,
Audit, Retirement Investment, Nominating and Executive Committees. The Board of
Directors held six meetings in 1999. Each incumbent Director attended at least
75% of the meetings of the Board and Board Committees on which the director
served.
The Executive Compensation Committee is responsible for administering
compensation levels for certain senior officers of the Company and its
subsidiaries, including all executive officers of the Company, and for
administering the Company's nonqualified compensation plans, including the
Executive Stock Option Plans, the 1994 Long-Term Incentive Plan and the Annual
Executive Incentive Compensation Plan. The members of the Executive Compensation
Committee in 1999 were Messrs. Jacobs (Chairman), Kellner, O'Hare and Wright,
none of whom are employees of the Company or any of its subsidiaries. The
Executive Compensation Committee held four meetings in 1999. Salaries for other
employees of the Company and its subsidiaries are determined by the management
of the respective subsidiaries and are reviewed by the compensation committee of
the Board of Directors of the subsidiary involved.
The Audit Committee has responsibility for nominating the Company's
independent auditors for approval by the Board of Directors, reviewing the
scope, results and costs of the audit with the Company's independent auditors
and reviewing the financial statements of the Company and the audit function to
ensure full compliance with requirements of regulatory agencies and full
disclosure of necessary information to the shareholders of the Company. In 1999,
the members of the Audit Committee, all of whom are non-employee directors, were
Messrs. Kellner (Chairman), O'Hare and Wright. The Audit Committee held three
meetings in 1999.
The Retirement Investment Committee is responsible, in relation to funding
policy, for reviewing the activities of and decisions made by the trustees of,
and the investment managers for, the Company's Retirement Growth Plan and
Incentive Savings Plan. The members of the Retirement Investment Committee, none
of whom are employees of the Company, are Messrs. O'Hare (Chairman), Chait and
Tisdale. The Committee held two meetings in 1999.
The Nominating Committee is responsible for recommending to the Board
nominees to stand for election as directors and to fill any vacancies which may
occur from time to time. In addition, the Nominating Committee is responsible
for considering any nominations for director submitted by shareholders and for
reviewing the size and composition of the Board and the criteria for selecting
nominees to the Board. Current employees of the Company are not eligible to
serve on the Nominating Committee. The members of the Nominating Committee are
Messrs. Tisdale (Chairman), Chait and Boldt. The Nominating Committee has not
established procedures for shareholders to recommend nominees for director
beyond those contained in the Company's By-laws. The Nominating Committee held
one meeting in 1999.
The Executive Committee has the authority to act on behalf of the full
Board of Directors in managing the business and affairs of the Company when the
Board of Directors is not in session. The members of the
7
<PAGE> 10
Executive Committee in 1999 were Messrs. Wigdale (Chairman), Jacobs, Kellner and
Tisdale. The Executive Committee held one meeting in 1999.
LOANS AND OTHER TRANSACTIONS WITH THE COMPANY
Customers of the bank subsidiaries of the Company include nominees,
directors and officers of the Company and their associates. Since January 1,
1999, such persons and firms have been indebted to the Company's bank
subsidiaries for loans made in the ordinary course of business. All such loans
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
others and did not involve more than the normal risk of collectibility or
present other unfavorable features. Loans to directors and executive officers,
including their related interests, by the Company and its significant
subsidiaries represented approximately 13.6% of shareholders equity at December
31, 1999.
From time to time, directors and officers of the Company and their
associates may sell shares of their Common Stock to the Company pursuant to the
Company's stock repurchase program. The purchase price for any such sales is the
prevailing market price at the time of such sale.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION(1)
-----------------------------
AWARDS PAYOUTS
--------------- ----------
ANNUAL COMPENSATION SECURITIES LTIP
--------------------- UNDERLYING PAYOUTS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS/SARS(#) $(2) COMPENSATION($)(3)
- --------------------------- ---- --------- -------- --------------- ------- ------------------
<S> <C> <C> <C> <C> <C> <C>
J.B. Wigdale 1999 $700,000 $750,540 122,500 $1,838,895 $514,715
Chairman of the Board 1998 700,000 586,250 100,000 738,825 502,625
and Chief Executive Officer 1997 625,000 526,813 30,000 779,850 456,894
D.J. Kuester 1999 600,000 576,601 69,500 1,593,709 279,718
President 1998 600,000 506,490 50,000 640,315 279,334
1997 525,000 446,123 26,000 675,870 235,874
G.H. Gunnlaugsson 1999 500,000 480,518 55,000 1,103,337 178,924
Executive Vice President 1998 500,000 422,068 40,000 443,295 178,745
and Chief Financial Officer 1997 400,000 340,130 20,000 467,910 156,387
J.L. Delgadillo 1999 360,000 316,000 29,000 490,372 57,391
Senior Vice President 1998 320,000 250,000 20,000 197,020 51,052
1997 300,000 200,000 12,000 207,960 41,007
T.M. Bolger 1999 260,000 212,342 29,000 245,186 39,200
Senior Vice President 1998 230,000 170,000 20,000 0 35,836
1997 200,000 125,000 8,000 0 31,474
</TABLE>
- -------------------------
(1) As of December 31, 1999, Mr. Delgadillo had 2,000 shares of unreleased Key
Restricted Stock valued at $123,625. The value was arrived at using a
December 31, 1999 closing market price of $62.8125 per share less
consideration which is paid by the executive upon issuance of award.
Dividends are paid on restricted stock.
(2) LTIP payouts in any given year are based on the number of LTIP units awarded
with respect to the prior three-year period and the Company's performance
during such period. Accordingly, the amount of LTIP payouts may vary from
year to year and in some years, like 1996, there may be no payouts under the
LTIP. For 1999 the named executive officers received payouts for awards made
with respect to the three-year period from January 1997 through December
1999. The performance criteria for this three-year cycle was based upon the
Company's total shareholder return in relation to companies in the Keefe,
Bruyette & Woods 50 Bank Index (the "KBW 50 Index"). During this period, the
Company's total shareholder return was 31% higher than the average total
shareholder return of companies in the KBW 50 Index.
8
<PAGE> 11
(3) Includes the following amounts paid by M&I under the Retirement Program for
1999: J.B. Wigdale -- $17,600; D.J. Kuester -- $13,200; G.H.
Gunnlaugsson -- $17,600; J.L. Delgadillo -- $17,600 and T.M. Bolger
-$17,600. Includes the following amounts paid by M&I under a Split Dollar
Life Insurance Plan for the benefit of the executives for 1999: J.B.
Wigdale -- $13,842; D.J. Kuester -- $6,384 and G.H. Gunnlaugsson -$5,974.
Includes the following employer contributions under the Supplementary
Retirement Benefits Plan and the Executive Deferred Compensation Plan based
on compensation paid or deferred during 1999: J.B. Wigdale -- $90,100; D.J.
Kuester -- $79,800; G.H. Gunnlaugsson -$60,700; J.L. Delgadillo -- $36,000
and T.M. Bolger -- $21,600. Includes the following above-market amount
accrued by M&I on account balances under the Supplementary Retirement
Benefits Plan and the Executive Deferred Compensation Plan for 1999: J.L.
Delgadillo -- $3,791. Also includes the following amounts accrued by M&I
under the Non-Qualified Retirement Benefit Plan for 1999: J.B. Wigdale
-$393,173; D.J. Kuester -- $180,334 and G.H. Gunnlaugsson -- $94,650.
The following table provides information on options granted to the named
executive officers during 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR ($/SH)(2) DATE VALUE($)(3)
---- ------------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
J.B. Wigdale 122,500 7.9% $61.50 12/16/09 $2,393,822
D.J. Kuester 69,500 4.5 61.50 12/16/09 1,358,127
G.H. Gunnlaugsson 55,000 3.6 61.50 12/16/09 1,074,777
J.L. Delgadillo 29,000 1.9 61.50 12/16/09 566,701
T.M. Bolger 29,000 1.9 61.50 12/16/09 566,701
</TABLE>
- -------------------------
(1) Includes options transferable to the employees' immediate family or trusts
or partnerships for the benefit thereof. Options generally become
exercisable based on the following schedule: one-third on the first
anniversary of the date of grant, an additional one-third on the second
anniversary of the date of grant and the remaining one-third on the third
anniversary of the date of grant. All options will become immediately
exercisable upon a "Triggering Event" (which relates to a change of control
of the Company). Employees who have attained age 55 and have at least ten
years of service with the Company or a subsidiary receive options which are
fully vested on the date of grant.
(2) All options have an exercise price equal to 100% of the fair market value of
the Company's Common Stock on the date of grant. The exercise price may be
paid in cash or by delivery of shares of the Company's Common Stock. Upon
exercise of an option, the holder may satisfy any tax obligations either by
having the Company withhold shares or by delivering shares such holder
already owns.
(3) The grant date present values were determined using the Black-Scholes model
with the following common assumptions: a six year expected period of time to
exercise; a risk-free rate of return of 6.30%; an expected dividend yield of
1.56%; and a volatility factor of 24.36%.
9
<PAGE> 12
The following table provides information on options exercised during 1999,
and options held at year end, by the named executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
SHARES AT FY-END(#)(1) AT FY-END($)(2)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J.B. Wigdale 75,000 3,532,478 518,500 0 12,696,706 0
D.J. Kuester 60,000 2,685,110 345,500 0 9,161,919 0
G.H. Gunnlaugsson 45,175 2,200,324 203,575 20,000 4,902,679 220,000
J.L. Delgadillo 0 0 61,000 39,000 1,730,066 148,063
T.M. Bolger 0 0 50,000 39,000 1,459,128 148,063
</TABLE>
- -------------------------
(1) Includes shares which were transferred to the employees' immediate family or
trusts or partnerships for the benefit thereof.
(2) For valuation purposes, a December 31, 1999 market price of $62.8125 was
used.
In past years the Company has provided information on long-term incentive
plan awards with respect to the performance period commencing in the prior
fiscal year. However, the Company has not provided information on awards granted
in the prior fiscal year. For example, in this proxy statement the Company would
have included awards granted in December 1998 for the performance period
beginning January 1999. The Company has decided to change this practice and
include information on awards granted in both the current and prior fiscal
years. Accordingly, the following table provides information on long-term
incentive plan awards to the named executive officers with respect to 1999 and
2000.
LONG-TERM INCENTIVE PLAN-AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
AWARDS GRANTED DECEMBER 1999 FOR THE PERFORMANCE
PERIOD BEGINNING JANUARY 2000
-----------------------------------------------------
NUMBER OF SHARES, PERFORMANCE OR OTHER PERIOD
NAME UNITS OR OTHER RIGHTS UNTIL MATURATION OR PAYOUT(1)
---- --------------------- -----------------------------
<S> <C> <C>
J.B. Wigdale 7,500 3 Years
D.J. Kuester 6,500 3 Years
G.H. Gunnlaugsson 5,000 3 Years
J.L. Delgadillo 3,000 3 Years
T.M. Bolger 3,000 3 Years
<CAPTION>
AWARDS GRANTED DECEMBER 1998 FOR THE PERFORMANCE
PERIOD BEGINNING JANUARY 1999
-----------------------------------------------------
NUMBER OF SHARES, PERFORMANCE OR OTHER PERIOD
NAME UNITS OR OTHER RIGHTS UNTIL MATURATION OR PAYOUT(1)
---- --------------------- -----------------------------
<S> <C> <C>
J.B. Wigdale 15,000 3 Years
D.J. Kuester 13,000 3 Years
G.H. Gunnlaugsson 10,000 3 Years
J.L. Delgadillo 6,000 3 Years
T.M. Bolger 6,000 3 Years
</TABLE>
- -------------------------
(1) Units awarded represent share equivalents of the Company's Common Stock. The
performance period is the three years commencing on January 1, 2000 and
ending on December 31, 2002 for awards made with respect to 2000 and the
three years commencing on January 1, 1999 and ending on December 31, 2001
for awards made with respect to 1999. Additional Units will be credited to
each participant's account when dividends are paid on shares of the
Company's Common Stock. Vesting of Units occurs at the end of the three-year
period with the exception of the death or disability of the participant,
termination of a participant's employment due to retirement or the
occurrence of a "Triggering Event" (which relates to a change in control of
the Company). A payout multiple is applied to the Units awarded to a
participant based on the Company's performance in relation to two equally
weighted performance criteria, which represent (i) the total return of the
Company's Common Stock for the three-year period when compared with the
total return for those stocks composing the KBW 50 Index and (ii) the
Company's cumulative earnings per share for the three-year period. The
Company's performance in relation to the performance criteria is calculated
independently, thereby allowing a participant to receive a payout under one
of the criterion but not under the other. The minimum payout multiple is
zero for each criterion and the maximum is 137.50%, resulting in a combined
maximum of 275%. The resulting payout multiple is applied to the Units
awarded plus those credited in lieu of dividends. Before awards are paid,
the Committee must certify the extent to which the performance criteria have
been met.
10
<PAGE> 13
RETIREMENT PLANS
The Marshall & Ilsley Corporation Nonqualified Retirement Benefit Plan (the
"Nonqualified Plan") provides four of the executive officers of M&I with a
monthly supplemental retirement benefit. The original purpose of the
Nonqualified Plan was to provide a benefit such that the sum of benefits from
the Retirement Growth Plan, Social Security, the Supplementary Retirement
Benefits Plan and the Nonqualified Plan would equal 60% of each participant's
average salary and bonus for his last five years of employment. The monthly
benefit under the Nonqualified Plan, starting in most instances when an
individual reaches age 65, is fixed based on various actuarial and interest rate
assumptions. As of February 1, 2000, the monthly benefits are $24,167, $23,167
and $14,958 for Messrs. Wigdale, Kuester and Gunnlaugsson, respectively, and
$3,292 for one other executive officer. The benefit will be adjusted in the
event of death before age 62 or early retirement and can be paid for life with a
120-month certain payout or on a joint and survivor basis at the option of the
participant. The pay-out option elected will also affect the amount of the
annual benefit. If a participant leaves the employ of the Company prior to age
55, he will receive no benefits under the Nonqualified Plan. In the event of a
Change in Control of the Company (as defined in the Nonqualified Plan), each
participant will receive the full monthly benefit set forth above regardless of
his age when the Change in Control occurs and whether he remains in the employ
of M&I until age 55. A participant has the option, in certain circumstances, to
elect to receive the present value of the benefits to which he is entitled under
the Nonqualified Plan upon a Change in Control regardless of his age at that
point.
The Marshall & Ilsley Corporation Executive Deferred Compensation Plan (the
"Deferred Compensation Plan") provides selected key employees of M&I, including
the named executive officers, with the ability to defer up to 80% of base salary
and 100% of bonus. Those employees electing to participate have two investment
options for amounts deferred: a fixed rate option equal to the Moody's A
Long-Term Corporate Bond Rate for the month of September of the previous year
and an equity option equal to the total return of the S&P 500 Index. The
percentage allocated to any investment option may not be less than 10% and
elections may be changed semi-annually. Amounts deferred are distributable upon
termination of employment at the election of the participant. Choices range from
a lump sum distribution upon termination of employment to a pay-out over 15
years if a participant's employment terminates on or after age 55, other than
because of death or disability, with at least 10 years of service. Amounts
deferred and investment returns thereon are held in the Marshall & Ilsley
Corporation Deferred Compensation Trust II of which Marshall & Ilsley Trust
Company is the trustee (the "Trust").
M&I's Supplementary Retirement Benefits Plan (the "SERP") is a nonqualified
benefit plan which covers employees whose compensation exceeds the statutory
limits on compensation which can be taken into account for purposes of crediting
contributions to M&I's Retirement Growth Plan, including all of the executive
officers named in the Summary Compensation Table. The SERP was suspended in
August 1999 and M&I will make no further contributions to the SERP. Existing
account balances under M&I's Retirement Growth Plan in the SERP will continue to
vest as long as the participant remains employed by M&I and will be credited
with the applicable investment return until pay-out pursuant to the terms of the
SERP. The Deferred Compensation Plan was amended such that persons eligible to
participate therein will receive an allocation equal to the amount that would
have formerly been allocated under the SERP. This amount, which would have been
allocated to such participant's account under M&I's Retirement Growth Plan
absent the statutory limitations, is credited to an account which vests after an
employee has five years of vesting service as defined in M&I's Retirement Growth
Plan. Participants have the same investment and pay-out elections as other
accounts in the Deferred Compensation Plan, described above, and amounts
credited under the SERP are held in the Trust.
EMPLOYMENT AGREEMENTS AND RELATED MATTERS
In order to assure management continuity and stability, as of February 1,
2000, M&I has entered into substantially similar Employment Agreements (the
"Employment Agreements") with the named executive officers, 10 additional
executive officers and 18 other officers and employees of the Company and its
subsidiaries (collectively, the "Executives"). The Employment Agreements with
the named executive officers
11
<PAGE> 14
each have a term of three years. The Employment Agreements with the other
Executives each have a term of two years.
The Employment Agreements guarantee the Executives specific payments and
benefits upon a termination of employment as a result of a change of control of
M&I. If a change of control occurs, the contract becomes effective and continues
for the relevant term. The employment term renews on a daily basis until M&I
gives notice to terminate the daily renewal.
The Employment Agreements provide for specified benefits after a change of
control if the Executive voluntarily terminates for "good reason" or is
involuntarily terminated other than for "cause" (as defined in the Employment
Agreements). In addition, in the case of some Employment Agreements, at the end
of six months after a change of control, the Executive may terminate employment
for any reason and is entitled to receive full benefits. Upon a termination, the
Executive is entitled to (a) a lump sum payment equal to two or three times
(depending on whether the contract is a two- or three-year contract) the sum of
the Executive's current base salary plus the higher of the Executive's bonus for
the last year or the Executive's average bonus for the past three years, (b) a
proportionate amount of any unpaid bonus deemed earned for the year of
termination, (c) a lump sum payment equal to the retirement benefits lost as a
result of not having been employed for the remaining contract term, (d) health
and other benefits for the remaining contract term, and (e) payments for certain
other fringe benefits. In the event of a termination of employment as a result
of his death, the Executive's beneficiary is entitled to six months of base
salary. No additional benefits are guaranteed under the contract upon an
Executive's disability or termination by M&I for cause.
The Employment Agreements provide that upon a change of control most
restrictions limiting the exercise, transferability or other incidents of
ownership of any outstanding award, restricted stock, options, stock
appreciation rights, or other property rights of M&I granted to the Executive
shall lapse, and such awards shall become fully vested, except in certain
circumstances. Some of the Employment Agreements also provide for "gross-up"
payments in the event payments to an Executive under the Employment Agreement
are subject to Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), (the "Excise Tax") or any similar federal, state or local tax
which may be imposed, in an amount such that the net amount retained by the
Executive, after deduction of any Excise Tax on the payments and any federal,
state and local income tax and Excise Tax on the gross-up payment, shall be
equal to the payments then due.
NON-EMPLOYEE DIRECTOR COMPENSATION
Directors of M&I who are not employees are paid a retainer fee of $12,000
per year. In addition, non-employee directors receive a fee of $1,500 for each
Board meeting which they attend and $500 for each Committee meeting which they
attend. M&I has established a deferred compensation plan for its Directors.
Under such plan, all or part of the fees received by a Director may be deferred
at the election of the Director. Amounts deferred may be allocated to one of two
accounts as selected by the participating Director: (i) the Common Stock account
or (ii) a cash account, earning interest at a rate equal to that earned on U.S.
Treasury Bills with maturities of 13 weeks. Deferred amounts are payable in a
lump sum or in not less than two nor more than 10 annual installments, as
elected by the participating Director, or, if no such election is made, in five
annual installments. Messrs. Boldt, Bueche, Chait, Meyer, Orr, Schaefer,
Wardeberg and Zuehlke elected to defer compensation under the plan during 1999.
Directors of M&I who are also Directors of subsidiaries of M&I receive
compensation from such subsidiaries in varying amounts based on the Director
compensation schedule of such subsidiaries. Directors of subsidiaries of M&I may
also elect to defer compensation under the plan.
Directors of M&I who are not employees of M&I or its subsidiaries
("Participants") also participate in the 1995 Directors Stock Option Plan. On
the date of each Annual Meeting of Shareholders, each Participant elected or
re-elected as a director at such Annual Meeting receives an option for that
number of shares of Common Stock equal to the multiple of 2,500 and the number
of years in the term to which such Participant has been elected. In addition, a
Participant who is appointed to fill a vacancy on the Board of Directors, or a
director who becomes a Participant because such director ceases to be employed
by the Company or its subsidiaries, will receive, on the date of the next Annual
Meeting, an option for that number of shares of
12
<PAGE> 15
Common Stock equal to a multiple of 2,500 and the number of years remaining in
such Participant's term as a director of the Company. Under the terms of this
plan, the option price per share will not be less than 100% of the fair market
value of the shares on the date the option is granted, the options will not be
exercisable more than 10 years after the date of grant, and the options will
terminate no later than three years after the Participant ceases to be a
director of the Company for any reason. Such options may be exercised at any
time after they are granted. The exercise price of an option may, at the
Participant's election, be paid in cash or previously owned shares of Common
Stock or a combination thereof.
In connection with the merger with Valley Bancorporation on May 31, 1994,
M&I agreed to provide Mr. Zuehlke with a $100,000 annual consulting fee for the
remainder of his life. Mr. Zuehlke also receives a car, office space and
membership in a professional organization.
EXECUTIVE COMPENSATION COMMITTEE REPORT
GENERAL POLICY
The Executive Compensation Committee (the "Committee") determines the
compensation policy for executive officers, makes awards and sets performance
criteria under the Company's incentive plans, and determines the salary levels
for executive officers. The Committee bases its compensation decisions primarily
on its overall assessment of the executive's contribution to the profitability
of the Company on both a long-term and short-term basis and the relevant market
relationship of the executive officer's compensation. The Committee reviews the
executive's performance in light of both the historical financial performance of
the Company and the Committee's assessment of the executive's role in ensuring
the future financial success of the Company. In this respect, the Committee
seeks to reward leadership, innovation and entrepreneurship. The compensation
package for senior executives has both objective (performance based) and
subjective elements. Awards under the Annual Executive Incentive Plan are based
on the achievement of specified performance criteria determined by the
Committee. For certain executive officers, the financial performance of the
business unit or division for which that executive has responsibility may
receive a proportionately larger consideration by the Committee in determining
that executive's compensation. The Committee reviews the compensation plans for
executives in order to determine whether such plans are consistent with the
Company's objectives and financial performance.
The Committee is aware of the limitations imposed by Section 162(m) of the
Internal Revenue Code of 1986, as amended, on the deductibility of compensation
paid to certain senior executives to the extent it exceeds $1 million per
executive. The Committee currently intends to recommend compensation amounts and
plans which will meet the requirements for deductibility.
1999 COMPENSATION
Overview
With regard to 1999 compensation decisions, the Committee reviewed the
Company's financial performance on both a long-term and short-term basis, the
overall performance of each executive officer, and various peer group analyses
and other information which the Committee deemed relevant in the case of any
particular individual. The peer group analyses provided the Committee with
information on the market relationship of compensation paid to the Company's
executive officers. The analyses included information on the companies in the
KBW 50 Index which is the same peer group used in the performance graph. The
Committee also compared the Company's compensation levels and financial
performance to a more defined peer group of similarly sized bank holding
companies which is not identical to the KBW 50 Index. In reviewing this
information, the Committee took into account the Company's size and performance
relative to the companies in the peer groups. The Committee did not, however,
set the compensation for the Company's executive officers at a specific level as
compared to the executives in either peer group. The Committee's compensation
determinations generally reflect competitive factors and performance. In the
case of any particular individual, circumstances unique to such individual such
as increased responsibilities or extraordinary effort may also be reflected. In
assessing the Company's performance, the Committee considered, among
13
<PAGE> 16
other things, the profitability of the Company as a whole on both a long-term
and short-term basis (including net income, earnings per share, return on
average shareholders' equity and return on average assets). The Committee's
decisions with respect to compensation generally reflect all of the factors
considered, including objective factors and the Committee's subjective
assessment of the executive's performance.
Annual Executive Incentive Plan
The Annual Executive Incentive Plan provides for annual cash incentives
(bonuses) to the participants based upon one or more objective financial
performance criteria selected by the Committee. The Annual Executive Incentive
Plan rewards eligible senior executives with an incentive award based on a
percentage of each participant's base salary if the performance goals set by the
Committee are met for that year. In evaluating the participants' bonus
opportunity under the Annual Executive Incentive Plan, the Committee compared
each participant's base salary and bonus opportunity relative to those provided
by peer companies. Based upon this analysis, the Committee determined that it
was appropriate to increase the 1999 targeted incentive percentages for certain
senior executive officers, including the chief executive officer. These
increases were done in conjunction with the Committee's decision to leave the
base salaries unchanged from 1998 for each of the top three executive officers.
The performance criteria for 1999 was based upon reported earnings per share. In
future years, the Committee may use a performance criteria different than
reported earnings per share or may adjust performance to reflect extraordinary
events. For example, if the Company were to incur extraordinary charges in
connection with an acquisition, the performance may be adjusted to exclude such
charges. The Company earned $3.14 per share, representing a 13.8% increase over
1998. This exceeded the targeted performance level established by the Committee
for 1999, and resulted in eligible executive officers receiving payouts ranging
from 33% to 107% of their respective 1999 base salaries.
Base Salary and Long-Term Incentive Compensation
In determining the base salaries for the Company's executive officers, the
Committee takes a long-term view of the executive's job performance, the
Company's financial performance and the salaries paid in the marketplace to
executives with similar responsibilities. The Committee also reviewed the total
compensation opportunities of each senior executive officer. The Committee
deemed it appropriate to leave the base salaries unchanged from 1998 for the top
three executive officers. The Committee believes the base salaries, when viewed
in conjunction with the annual incentive opportunities of the executive
officers, are commensurate with the Committee's evaluation of the information
reviewed. Such compensation decisions were based on all the factors, both
objective and subjective, considered by the Committee and generally no one
specific criteria was applied in making such decisions.
The Committee made long-term incentive awards in 1999 under the Company's
Executive Stock Option Plans and the LTIP. The purpose of these awards is to
furnish long-term incentives to executive officers to build shareholder value
and to motivate and retain the personnel critical to the Company's success. It
is the intention of the Committee to continue to emphasize long-term incentives
in the compensation provided to the Company's executive officers. In arriving at
the 1999 long-term incentive award levels, the Committee compared the total
compensation opportunities of each senior executive officer, and the values of
each compensation component, in relation to those provided by peer companies for
similar positions. After the Committee determined the appropriate value of the
total long-term awards provided to each senior executive officer, the Committee
then determined the mix between stock options and long-term incentive plan
units. The Committee also considered the impact of different types of long-term
compensation on the financial performance of the Company. Based upon this
analysis and other information reviewed, the Committee decided to reduce the
number of LTIP Units and increase the number of stock options awarded to senior
executives in comparison to preceding years. This resulted in senior executives
receiving LTIP Unit awards which were one-half the size of the 1998 awards.
In determining the total number of options to be granted in 1999 to all
recipients, including the executive officers, the Committee reviewed the annual
option awards and cumulative options outstanding of the peer group companies in
relation to outstanding shares. The Committee also considered the reduction in
LTIP Unit awards described above. Based upon this review, and recognizing the
Company's growth, the Committee
14
<PAGE> 17
determined an increase in the Company's overall option awards was appropriate.
In 1999, grants to employees totaled 1,549,225 options, or approximately 1.5% of
shares outstanding. The Committee believes annual awards at this level are
comparable to the award levels of the peer group companies.
Participants in the Company's LTIP, including the executive officers,
received payouts for awards made with respect to the three-year period from
January 1997 through December 1999. The performance criteria for this three-year
cycle was based upon the Company's total shareholder return in relation to
companies in the KBW 50 Index. During this period, the Company's total
shareholder return was 31% higher than the average total shareholder return of
companies in the KBW 50 Index.
Chief Executive Officer Compensation
In determining Mr. Wigdale's salary and long-term incentive awards, the
Committee's review concentrated on the prevailing market rates of compensation
for his position and the Company's current and prior year's financial
performance. The Committee considered the compensation of the chief executive
officers of the peer group companies, taking into account the Company's size and
performance relative to the companies in the peer groups, in order to determine
whether Mr. Wigdale is compensated on a basis which is reasonably consistent.
Mr. Wigdale received an Annual Executive Incentive Plan Award of 107% of his
base salary, resulting from the Company's 1999 earnings per share performance in
relation to the goals established under the plan. It is the Committee's
conclusion that Mr. Wigdale's compensation is fair and appropriate.
THE COMPENSATION COMMITTEE:
Mr. Jacobs, Chairman Mr. Kellner Mr. O'Hare Mr. Wright
PERFORMANCE GRAPH
The following graph shows the cumulative total stockholder return on the
Company's Common Stock over the last five fiscal years compared to the returns
of the Standard & Poor's 500 Stock Index and the KBW 50 Index.
CUMULATIVE TOTAL RETURN
ASSUMES DIVIDENDS & CAPITAL GAINS REINVESTED
LINE GRAPH
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
M&I $100 $141 $192 $350 $335 $366
S&P 500 100 138 169 226 290 351
KBW 50 100 160 227 331 359 346
</TABLE>
KBW = KEEFE, BRUYETTE & WOOD, INC. 50-BANK INDEX; S&P = STANDARD & POOR'S 500.
15
<PAGE> 18
2000 EMPLOYEE STOCK PURCHASE PLAN
The complete text of the Stock Purchase Plan is set forth in Appendix A.
The following summary of the material features of the Stock Purchase Plan is
qualified in its entirety by reference to Appendix A.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE STOCK PURCHASE
PLAN.
The Board of Directors approved the Company's Stock Purchase Plan on
February 10, 2000, subject to approval by the Company's shareholders. The
purpose of the Stock Purchase Plan is to provide employees of the Company and
its subsidiaries with an opportunity to purchase the Company's Common Stock
through one or more offerings. The aggregate number of shares of Common Stock
subject to the Stock Purchase Plan is 1,000,000, plus an annual increase on each
January 1 beginning on January 1, 2001 equal to the lesser of (i) 100,000
shares, (ii) the number of shares purchased under the Stock Purchase Plan in the
previous year or (iii) a lesser amount determined by the Board of Directors. No
one person may purchase shares of Common Stock under the Stock Purchase Plan or
any other stock purchase plan of the Company or its subsidiaries having a fair
market value in excess of $25,000 for each calendar year, and no employee may be
granted an option under the Stock Purchase Plan if, immediately after the grant,
such employee would own 5% or more of the total combined voting power or value
of all classes of stock of the Company or its subsidiaries.
The term of each offering under the Stock Purchase Plan is 12 months,
commencing on July 1, 2000 and on the first trading day on or after July 1 of
each calendar year thereafter, and ending on the last trading day in June of
such calendar year. Eligible employees who elect to participate in the Stock
Purchase Plan authorize periodic payroll deductions from their compensation. A
payroll deduction account is maintained for each employee. At the end of an
offering period, the payroll deduction account is totaled and the employee is
deemed to have purchased shares of the Company's Common Stock at the purchase
price, which is 85% of the lesser of the fair market value of the Company's
Common Stock on the first or last days of the offering period.
The Stock Purchase Plan may be amended by the Board of Directors at any
time, provided that no amendment may be made without shareholder approval to
increase the aggregate number of shares which may be issued under the Stock
Purchase Plan or for which shareholder approval is required under applicable
tax, securities or other laws. If the Board of Directors determines that the
ongoing operation of the Stock Purchase Plan may result in unfavorable financial
accounting consequences, the Board may amend the Stock Purchase Plan to reduce
or eliminate such accounting consequences. Such amendments may be made without
shareholder approval or without the consent of participating employees.
Counsel for the Company has advised that the federal income tax
consequences to employees who purchase shares of Common Stock under the Stock
Purchase Plan are generally as follows. Participating employees will not be
deemed to have recognized taxable income upon the grant or exercise of an option
to purchase shares of Common Stock. If, however, a participating employee
disposes of any shares received by such employee pursuant to the Stock Purchase
Plan within two years after the first day of the offering period during which
the employee purchases such shares, the participating employee will recognize
ordinary income at the time of such disposition in an amount equal to the excess
of the fair market value of the shares at the end of the offering period over
the price the participating employee paid for the shares. If a participating
employee disposes of such shares at any time after the expiration of the
two-year holding period described above, the participating employee will
recognize ordinary income at the time of such disposition only to the extent of
an amount equal to the lesser of (i) the excess of the fair market value of the
shares at the time of such disposition over the price the employee paid for the
shares, or (ii) 15% of the fair market value of the shares on the first day of
the offering period. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.
2000 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
The complete text of the 2000 Stock Option Plan is set forth in Appendix B.
The following summary of the material features of the 2000 Stock Option Plan is
qualified in its entirety by reference to Appendix B.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE 2000 STOCK
OPTION PLAN.
16
<PAGE> 19
The Board of Directors adopted the 2000 Stock Option Plan to provide
officers, key employees, non-employee directors and consultants of the Company
and its subsidiaries with additional incentives by increasing their proprietary
interest in the Company. The aggregate number of shares of Common Stock subject
to the 2000 Stock Option Plan is 5,000,000 shares, all of which may be granted
as incentive stock options. No one person may receive options over more than
1,000,000 shares during the term of the 2000 Stock Option Plan, and the Company
will not issue more than 250,000 restricted shares of Common Stock during the
term of the 2000 Stock Option Plan.
The 2000 Stock Option Plan permits the Company to grant non-qualified stock
options ("Non-qualified Options"), incentive stock options ("ISOs"), as defined
in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
and restricted shares of Common Stock ("Restricted Shares") (individually, an
"Award" and collectively, "Awards"). No Award may be granted under the 2000
Stock Option Plan after February 9, 2010.
Under the 2000 Stock Option Plan, Awards may be granted to current and
prospective employees, non-employee directors, consultants and other persons who
provide services to the Company. The holder of an Award is referred to herein as
a "Participant." As of February 15, 2000, approximately 3,400 individuals would
be eligible to participate in the 2000 Stock Option Plan.
In the event of any changes in the capital structure of the Company, the
Compensation Committee may make equitable adjustments to outstanding Awards so
that the net value of the Award is not changed. Any unvested Awards will vest
upon the occurrence of a Change in Control of the Company (as defined in the
2000 Stock Option Plan).
The 2000 Stock Option Plan is intended to qualify for favorable treatment
under Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), pursuant to Rule 16b-3 and is designed to qualify for treatment
as "performance-based compensation" under Section 162(m) of the Code ("Section
162(m)") as regards the options. The 2000 Stock Option Plan will be administered
by the Compensation Committee, which is comprised of at least two non-employee
directors within the meaning of Rule 16b-3 and "outside directors" within the
meaning of Section 162(m).
The exercise price for Non-qualified Options granted under the 2000 Stock
Option Plan may be no less than 100% of the fair market value of the Common
Stock on the date of grant of the option. The exercise price for ISOs granted
under the 2000 Stock Option Plan may be no less than 100% of the fair market
value of the Common Stock on the date of grant (or 110% in the case of ISOs
granted to Participants owning more than 10% of the Common Stock). Options will
be exercisable during the period specified in each option agreement and will
generally be exercisable in installments pursuant to a vesting schedule to be
designated by the Compensation Committee. No option will remain exercisable
later than ten years after the date of grant (or five years from the date of
grant in the case of ISOs granted to holders of more than 10% of the Common
Stock). The closing sale price of the Common Stock on the New York Stock
Exchange on February 15, 2000 was $49.9375.
Restricted Shares may also be granted under the 2000 Stock Option Plan. An
award of Restricted Shares involves the immediate transfer by the Company to a
Participant of ownership of a specific number of shares of Common Stock in
consideration of the performance of services and such other consideration as the
Compensation Committee may designate. Restricted Shares must be subject to a
"substantial risk of forfeiture" for a period to be determined by the
Compensation Committee. In order to enforce these forfeiture provisions, the
transferability of Restricted Shares will be prohibited or restricted in a
manner and to the extent prescribed by the Compensation Committee for the period
during which the forfeiture provisions are to continue.
In the event of termination of employment or service other than as a result
of death, disability or Retirement (as defined in the 2000 Stock Option Plan), a
Participant will generally have 90 days after termination to exercise options
which were vested on the date of termination. A Participant who is a director of
the Company will generally have until the earlier of the tenth anniversary of
the date of grant or the third anniversary of the termination of the
Participant's service as a director to exercise options which were vested
17
<PAGE> 20
on the date of termination. The Compensation Committee has discretion to provide
the period for which, and the extent to which, options remain exercisable in the
event of termination of employment resulting from death, disability or
Retirement. Restricted Shares are generally forfeited upon termination of
employment for any reason.
The 2000 Stock Option Plan may be amended by the Board of Directors, but
certain amendments adversely affecting the rights of a Participant under any
existing Award may not be made without obtaining the Participant's written
consent, and amendments increasing the number of shares which may be issued
under the 2000 Stock Option Plan may not be made without obtaining shareholder
approval.
Counsel for the Company has advised that the federal income tax
consequences of Non-qualified Options, ISOs and Restricted Shares granted under
the 2000 Stock Option Plan are generally as follows:
Non-qualified Options. The grant of a Non-qualified Option will have no
federal income tax consequences to the Company or to a Participant. A
Participant will recognize taxable ordinary income at the time of exercise of
the option in an amount equal to the excess of the fair market value of the
shares acquired at the time of exercise over the option price, and the Company
will ordinarily be entitled to a deduction for such amount.
The holder of shares acquired upon exercise of a Non-qualified Option will,
upon a subsequent disposition of such shares, generally recognize a short-term
or long term capital gain or loss, depending upon the holding period of the
shares, equal to the difference between the amount realized on the sale and the
basis in such shares (the sum of the option price and the amount taxed as
ordinary income at the time of exercise).
ISOs. Neither the grant nor exercise of an ISO will generally have any
federal income tax consequences for a Participant. The amount by which the fair
market value of the shares acquired upon the exercise of any ISO exceeds the
option price as of the date of exercise, however, is an item of "tax preference"
for purposes of computing the alternative minimum tax on individuals. If a
Participant has held the shares acquired on the exercise of an ISO for at least
two years from the date of the grant of the option and at least one year from
the date of exercise, the Participant will recognize taxable long-term capital
gain or loss upon a subsequent disposition of the shares. In such circumstances,
no deduction would be allowed to the Company for federal income tax purposes in
connection with the grant or exercise of the option or the transfer of shares
acquired upon such exercise.
If, however, the Participant disposes of his or her shares within the
holding periods described above, (i) the Participant will recognize ordinary
income in an amount equal to the difference between the fair market value of
such shares on the date of exercise and the option price, provided that, if the
disposition is a sale or exchange with respect to which a loss (if sustained)
would be recognized by the Participant and the amount realized from such sale or
exchange is less than the fair market value on the exercise date, then the
ordinary income will be limited to the excess of the amount realized upon the
sale or exchange of the shares over the option price; (ii) the Company will be
entitled to a deduction for such year in the amount of the ordinary income so
recognized; and (iii) the Participant will recognize capital gain or loss, as
the case may be, in an amount equal to the difference between the amount
realized upon such sale or exchange of the shares and the sum of the option
price plus the amount of ordinary income, if any, recognized upon such
disposition.
Restricted Shares. The grant of Restricted Shares is not a taxable event to
a Participant, absent an election under Section 83(b) of the Code. If no
election is made, the Participant will recognize income, taxable for income tax
purposes at ordinary rates, upon the lapse of the restrictions governing the
shares. The amount of the income will equal the fair market value of the shares
when the restrictions lapse. If the Participant makes a Section 83(b) election
within 30 days of the date of grant, he or she will be deemed to have received
ordinary income at the time of the grant of the Restricted Shares equal to their
fair market value at the date of grant less any amount paid by the Participant
for the shares, determined without regard to the restrictions imposed thereon.
If the Restricted Shares are subsequently forfeited after a Section 83(b)
election and before the restrictions lapse, the Participant is not entitled to
claim the loss for income tax purposes.
The Company or a subsidiary will be entitled to a deduction for income tax
purposes when the Participant recognizes ordinary income, either as a result of
a Section 83(b) election or because of the lapse of the restrictions. The amount
of the deduction will equal the amount of ordinary income recognized by the
Participant.
18
<PAGE> 21
AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO
THE COMPANY'S RESTATED ARTICLES OF INCORPORATION.
The proposed amendment to the Company's Restated Articles of Incorporation
increases the number of authorized shares of Common Stock from 160,000,000
shares to 320,000,000 shares. As of February 15, 2000, of the 160,000,000 shares
of Common Stock presently authorized, 104,384,912 shares were issued and
outstanding and 7,815,767 shares were reserved for issuance pursuant to the
Company's stock option and stock purchase plans (including the Stock Purchase
Plan and the 2000 Stock Option Plan).
The additional authorized shares of the Company's Common Stock may be used
for any proper corporate purpose approved by the Board of Directors of the
Company. Their availability could enable the Board of Directors to act with
flexibility when favorable opportunities arise to expand or strengthen the
Company's business through the issuance of Common Stock. Among the reasons for
issuing additional shares would be to increase the Company's capital through
sale of the Company's Common Stock, to engage in other types of capital
transactions, to undertake acquisitions and to satisfy contractual commitments,
including the Company's stock option and stock purchase plans. The Board of
Directors has not proposed the increase in authorized capital stock with the
intention of discouraging tender offers or takeover attempts. However, the
availability of authorized shares for issuance could render more difficult or
discourage a merger, tender offer, proxy contest or other attempt to obtain
control of the Company.
The Company regularly reviews a range of financing transactions including
the issuance of the Company's Common Stock. Except for shares reserved for
issuance as described above, the Company has no present intention of issuing or
selling Common Stock for any purpose, but may do so if market and other
conditions indicate that such a course of action is advisable.
If the amendment to the Company's Restated Articles of Incorporation is
approved, the Board of Directors generally may issue the additional authorized
shares of Common Stock without further shareholder approval. In some instances,
shareholder approval for the issuance of additional shares may be required by
law or by the requirements of the New York Stock Exchange, on which the Common
Stock is listed, or may otherwise be necessary or desirable. Except in such
cases, the Company does not anticipate that further shareholder authorization
will be solicited. Shareholders are not entitled to preemptive rights to
purchase any new issue of Common Stock.
SUBMISSION OF SHAREHOLDER PROPOSALS
The 2001 Annual Meeting of Shareholders is scheduled for April 24, 2001. In
accordance with the Company's By-Laws, nominations, other than by or at the
direction of the Board of Directors, of candidates for election as directors at
the 2001 Annual Meeting of Shareholders and any other shareholder proposed
business to be brought before the 2001 Annual Meeting of Shareholders must be
submitted to the Company no later than January 25, 2001. Shareholder proposed
nominations and other shareholder proposed business must be made in accordance
with the Company's By-Laws which provide, among other things, that shareholder
proposed nominations must be accompanied by certain information concerning the
nominee and the shareholder submitting the nomination, and that shareholder
proposed business must be accompanied by certain information concerning the
proposal and the shareholder submitting the proposal. To be considered for
inclusion in the proxy statement solicited by the Board of Directors,
shareholder proposals for consideration at the 2001 Annual Meeting of
Shareholders of the Company must be received by the Company at its principal
executive offices, 770 North Water Street, Milwaukee, Wisconsin 53202 on or
before November 13, 2000. Proposals should be directed to Mr. M.A. Hatfield,
Senior Vice President and Secretary. To avoid disputes as to the date of
receipt, it is suggested that any shareholder proposal be submitted by certified
mail, return receipt requested.
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<PAGE> 22
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000.
Representatives of Arthur Andersen LLP will be present at the Annual Meeting to
make any statement they may desire and to respond to questions from
shareholders.
PENDING LEGAL PROCEEDINGS
No director or named executive officer is an adverse party or has an
interest adverse to the Company or any of its subsidiaries in any material
pending legal proceeding.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and officers to file reports with the Securities and
Exchange Commission disclosing their ownership, and changes in their ownership,
of stock in the Company. Copies of these reports must also be furnished to the
Company. Based solely on a review of these copies, the Company believes that
during 1999 all filing requirements were complied with.
OTHER VOTING INFORMATION
Shareholders may vote over the Internet, by telephone or by completing a
traditional proxy card. Votes submitted electronically over the Internet or by
telephone must be received by 11:00 p.m. Central Time, on April 24, 2000. To
vote over the Internet or by telephone, please refer to the instructions on the
accompanying proxy card.
The Internet and telephone voting procedures are designed to authenticate
shareholder identities, to allow shareholders to give their voting instructions
and to confirm that shareholders' instructions have been recorded properly.
Shareholders voting via the Internet should understand that there may be costs
associated with electronic access, such as usage charges from Internet access
providers and telephone companies, that must be borne by the shareholder.
OTHER MATTERS
Although management is not aware of any other matters that may come before
the meeting, if any such matters should be presented, the persons named in the
accompanying proxy intend to vote such proxy in accordance with their best
judgment.
The Company's financial statements, supplementary financial information,
management's discussion and analysis of financial condition and results of
operations and quantitative and qualitative disclosures about market risk are
incorporated herein by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.
By Order of the Board of Directors,
M.A. Hatfield, Senior Vice President
and Secretary
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<PAGE> 23
APPENDIX A
MARSHALL & ILSLEY CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide eligible employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Code. The provisions of the Plan, accordingly, shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Change of Control" shall mean the first to occur of the
following:
(1) The acquisition by any individual, entity or "group" (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of thirty-three percent (33%) or more of either (i)
the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following acquisitions of
Common Stock shall not constitute a Change of Control: (i) any
acquisition directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege or by one person or a
group of persons acting in concert), (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation
pursuant to a reorganization, merger, statutory share exchange or
consolidation which would not be a Change of Control under subsection
(3) below; or
(2) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an
actual or threatened "election contest" or other actual or threatened
"solicitation" (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) of proxies or consents by or on
behalf of a person other than the Incumbent Board; or
(3) Consummation of a reorganization, merger, statutory share
exchange or consolidation, unless, following such reorganization,
merger, statutory share exchange or consolidation, (i) more than
two-thirds (2/3) of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger,
statutory share exchange or consolidation and the combined voting power
of the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger, statutory
share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger,
statutory share exchange or consolidation, (ii) no person (excluding the
Company, any employee benefit plan (or related trust) of the Company or
such corporation resulting from such reorganization, merger,
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<PAGE> 24
statutory share exchange or consolidation and any person beneficially
owning, immediately prior to such reorganization, merger, statutory
share exchange or consolidation, directly or indirectly, thirty-three
percent (33%) or more of the Outstanding Company Common Stock or
Outstanding Voting Securities, as the case may be) beneficially owns,
directly or indirectly, thirty-three percent (33%) or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, statutory share
exchange or consolidation or the combined voting power of the then
outstanding voting securities of such corporation, entitled to vote
generally in the election of directors and (iii) at least a majority of
the members of the board of directors of the corporation resulting from
such reorganization, merger, statutory share exchange or consolidation
were members of the Incumbent Board at the time of the execution of the
initial agreement providing for such reorganization, merger or
consolidation; or
(4) Consummation of (i) a complete liquidation or dissolution of
the Company or (ii) the sale or other disposition of all or
substantially all of the assets of the Company, other than to a
corporation, with respect to which following such sale or other
disposition, (A) more than two-thirds (2/3) of, respectively, the then
outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the
case may be, (B) no person (excluding the Company and any employee
benefit plan (or related trust) of the Company or such corporation and
any person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, thirty-three percent (33%) or more
of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, thirty-three percent (33%) or more of, respectively, the
then outstanding shares of common stock of such corporation or the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and
(C) at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for
such sale or other disposition of assets of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Committee" shall mean the Board or such other persons or
committee as the Board shall designate to administer the Plan.
(e) "Common Stock" shall mean the Common Stock of the Company.
(f) "Company" shall mean Marshall & Ilsley Corporation, a Wisconsin
corporation.
(g) "Corporate Change" shall mean a general workforce reduction (as
determined in the sole discretion of the Committee) instituted by the
Company or a Designated Subsidiary, the sale of the applicable Designated
Subsidiary, or the sale of the bank branch or other business to which a
participant's employment was primarily related.
(h) "Designated Subsidiary" shall mean any Subsidiary, other than a
Subsidiary which has been designated by the Board or Committee from time to
time in its sole discretion as not eligible to participate in the Plan.
(i) "Employee" shall mean any regular full time or part-time employee
of the Company or a Designated Subsidiary customarily employed to work at
least 17.5 hours per week. A person shall not cease to be an Employee in
the event that service is interrupted due to sick leave, military leave or
any other leave of absence approved by the Committee, provided that such
leave is for a period of not more
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<PAGE> 25
than ninety (90) days, unless employment upon the expiration of such leave
is guaranteed by contract or statute, or unless provided otherwise pursuant
to Company policy adopted from time to time.
(j) "Enrollment Date" shall mean the first day of each Offering
Period.
(k) "Enrollment Period" shall mean the period specified by the
Committee during which eligible Employees may elect to participate in the
Plan for the upcoming Offering Period.
(l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(m) "Exercise Date" shall mean the last day of each Offering Period.
(n) "Fair Market Value" shall mean, as of any date, the value of
Common Stock determined as follows:
(1) If the Common Stock is listed on any established stock exchange
or a national market system, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the date of such
determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable; or
(2) If the Common Stock is not so listed, the Fair Market Value
thereof shall be determined in good faith by the Board.
(o) "Offering Period" shall mean a period of approximately twelve (12)
months during which an option granted pursuant to the Plan may be
exercised, commencing on the first trading day on or after July 1 of each
calendar year, commencing July 1, 2000, and terminating on the last trading
day in June of such calendar year. The duration of Offering Periods may be
changed pursuant to Section 4 of this Plan.
(p) "Plan" shall mean this 2000 Employee Stock Purchase Plan.
(q) "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.
(r) "Subsidiary" shall mean any bank or corporation, domestic or
foreign, of which not less than 50% of the voting power is held by the
Company or a Subsidiary, whether or not such bank or corporation now exists
or is hereafter organized or acquired by the Company or a Subsidiary.
3. Eligibility.
(a) Any person who is an Employee as of the April 30 preceding the
applicable Offering Period shall be eligible to participate in the Plan
with respect to such Offering Period.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the
Code) would own capital stock of the Company and/or hold outstanding
options to purchase such stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of the capital stock of
the Company or of any Subsidiary, or (ii) to the extent that his or her
rights to purchase stock under all employee stock purchase plans of the
Company and its Subsidiaries accrues at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) worth of stock (determined at the fair market
value of the shares at the time such option is granted) for each calendar
year in which such option is outstanding at any time. These limitations are
in addition to any other limitations set forth herein, including any limits
that the Committee establishes in accordance with Section 6(a).
4. Offering Periods. The Plan shall be implemented by consecutive Offering
Periods with a new Offering Period commencing on the first business day on or
after July 1 each year, or on such other date as the Committee shall determine,
and continuing thereafter until terminated in accordance with Section 20 hereof.
The Committee shall have the power to change the duration of Offering Periods
(including the commencement dates thereof) with respect to future offerings
without shareholder approval.
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<PAGE> 26
5. Participation.
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the
form approved by the Committee and filing it with the Human Resources
Corporate Benefits Department during the applicable Enrollment Period. A
participant must file a new subscription agreement for each Offering
Period.
(b) Payroll deductions for a participant shall begin on the first
payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless
sooner discontinued or terminated by the participant as provided in Section
6(c) or Section 10 hereof.
6. Payroll Deductions.
(a) At the time a participant files his or her subscription agreement,
he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount set forth in the subscription
agreement, not less than $10 for each pay day. The Committee annually may
determine, in its sole discretion, to establish a maximum dollar amount or
percentage of compensation that an eligible Employee is entitled to
authorize for payroll deductions during a calendar year, which limitations
shall apply to all eligible Employees. Any such limit established by the
Committee shall fall within the parameters of Section 423 of the Code.
(b) All payroll deductions made for a participant shall be credited to
his or her account under the Plan. A participant may not make any
additional payments into such account.
(c) A participant may withdraw from the Plan as provided in Section 10
hereof. Alternatively, a participant may elect to discontinue making
additional payroll deductions during the Offering Period by completing and
filing with the Human Resources Corporate Benefits Department a written
notice in such form approved by the Committee. The election shall be
effective no later than the first full payroll period following ten (10)
business days after the Company's receipt of the notice. If a participant
elects to discontinue making additional payroll deductions, all payroll
deductions previously credited to his or her account will purchase Common
Stock at the end of the Offering Period subject to the other terms of the
Plan. Except to withdraw in accordance with Section 10 or to discontinue
additional payroll deductions as stated above, a participant may not change
his or her payroll deduction rate.
(d) At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise
upon the exercise of the option or the disposition of the Common Stock and
the Company is authorized to take any action reasonably necessary to
enforce the withholding requirements including without limitation
withholding the appropriate amount from the proceeds of any stock sale by
the participant. At any time, the Company may, but shall not be obligated
to, withhold from the participant's compensation the amount necessary for
the Company to meet applicable withholding obligations, including any
withholding required to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock by the
Employee.
7. Grant of Option. On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated on
or prior to such Exercise Date and retained in the Participant's account as of
the Exercise Date by the applicable Purchase Price and provided that such
purchase shall be subject to the limitations set forth in Sections 3(b), 6(a)
and 13 hereof. Exercise of the option shall occur as provided in Section 8
hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The
Option shall expire immediately following the Exercise Date.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares
shall be exercised automatically on the Exercise Date, and the
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maximum number of shares subject to option shall be purchased for such
participant at the applicable Purchase Price with the accumulated payroll
deductions in his or her account. A participant in the Plan initially will hold
his or her shares in book-entry form through an agent designated by the
Committee, and fractional shares will be purchased on behalf of the participant.
During a participant's lifetime, a participant's option to purchase shares
hereunder is exercisable only by him or her.
9. Delivery. As promptly as administratively practicable after each
Exercise Date on which a purchase of shares occurs, the Company shall deliver
the purchased shares to the agent designated by the Committee to hold the shares
for participants. An Employee may, at any time, request that the agent deliver
to him or her a certificate for the full shares held for his or her account and
cash for any fractional share.
10. Withdrawal.
(a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his
or her option under the Plan at any time by giving written notice to the
Company in such form approved by the Committee. All of the participant's
payroll deductions credited to his or her account shall be paid to such
participant after receipt of notice of withdrawal as soon as
administratively practicable and such participant's option for the Offering
Period shall be automatically terminated. Payroll deductions for the
purchase of shares during the Offering Period shall cease as soon as
administratively practicable. If a participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the
succeeding Offering Period unless the participant delivers to the Company a
new subscription agreement.
(b) A participant's withdrawal from an Offering Period shall not have
any effect upon his or her eligibility to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding Offering
Periods which commence after the termination of the Offering Period from
which the participant withdraws.
11. Termination of Employment.
(a) Except as provided in Section 11(b) or 11(c), upon a participant's
ceasing to be an employee of the Company or a Designated Subsidiary for any
reason (including without limitation upon death, disability or retirement
or if a participant's employer shall cease to be a Designated Subsidiary),
he or she shall be deemed to have elected to withdraw from the Plan and the
payroll deductions credited to such participant's account during the
Offering Period but not yet used to exercise the option shall be returned
to such participant or, in the case of his or her death, to the person or
persons entitled thereto under Section 15 hereof, and such participant's
option shall be automatically terminated.
(b) Upon the Company's receipt of an appropriate private letter ruling
from the Internal Revenue Service, if a participant ceases to be an
employee of the Company or a Designated Subsidiary within the last three
months of the Offering Period solely due to a Corporate Change, the
participant's option for the then current Offering Period shall not
terminate. In that event, the participant will be deemed to have elected to
cease making additional payroll deductions for the purchase of shares
following the cessation of the participant's employment. All payroll
deductions credited to his or her account with respect to the Offering
Period will remain subject to the terms of the Plan, unless the participant
elects to withdraw in accordance with Section 10.
(c) Upon the Company's receipt of an appropriate private letter ruling
from the Internal Revenue Service, if a participant ceases to be an
employee of the Company or a Designated Subsidiary prior to the last three
months of the Offering Period solely due to a Corporate Change, then the
Offering Period applicable to the participant shall be shortened, and a new
Exercise Date (the "New Exercise Date") shall be established. The New
Exercise Date shall be before the date of termination of employment. The
Company shall notify the participant in writing at least ten (10) business
days prior to the New Exercise Date that the Exercise Date for the
participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise
Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof.
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12. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.
13. Stock.
(a) Subject to adjustment upon changes in capitalization of the
Company as provided in Section 19 hereof, the maximum number of shares of
the Company's Common Stock which shall be made available for sale under the
Plan shall be one million (1,000,000) shares, plus an annual increase to be
added on each January 1 beginning on January 1, 2001 equal to the lesser of
(i) one hundred thousand (100,000) shares, (ii) the number of shares
purchased hereunder in the previous year or (iii) a lesser amount
determined by the Board. If, on a given Exercise Date, the number of shares
with respect to which options are to be exercised exceeds the number of
shares then available under the Plan, the Committee shall make a pro rata
allocation of the shares remaining available for purchase among the
participants in such manner as it may determine in its sole discretion.
(b) The participant shall have no interest or voting right in shares
covered by his option until such option has been exercised.
14. Administration. The Plan shall be administered by the Committee. The
Committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Committee shall, to the full extent permitted by law,
be final and binding upon all parties.
15. Designation of Beneficiary.
(a) A participant may designate, on the subscription agreement filed
with the Committee, a beneficiary who is to receive any shares and cash, if
any, from the participant's account under the Plan in the event of such
participant's death subsequent to an Exercise Date but prior to delivery of
such shares and cash to the agent designated to hold the shares. In
addition, a participant may file a written designation of a beneficiary who
is to receive any cash from the participant's account under the Plan in the
event of such participant's death prior to exercise of the option.
(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who
is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the estate of the participant.
16. Transferability. Neither payroll deductions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as provided in Section 15 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 10 hereof.
17. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
18. Reports. Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased under the Plan,
the remaining cash balance, if any, and, if applicable, the number of shares
held by the agent designated to hold the shares for the participant and the
shares purchased by the participant in connection with participation in any
related dividend reinvestment feature.
19. Adjustments Upon Changes in Capitalization, Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the shares reserved for issuance under the
Plan, as well as the price per share and the number of shares of Common
Stock covered by each option under the Plan which has not yet been
exercised shall be
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proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock,
or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company. Such adjustment
shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive.
(b) Change of Control. In the event of a Change of Control, the
Offering Period then in progress shall be shortened by the Committee's
setting a new Exercise Date (the "New Exercise Date"). The New Exercise
Date shall be before the date of the Change of Control. The Company shall
notify each participant in writing, at least ten (10) business days prior
to the New Exercise Date, that the Exercise Date for the participant's
option has been changed to the New Exercise Date and that the participant's
option shall be exercised automatically on the New Exercise Date, unless
prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof. Immediately following such New Exercise
Date, the Plan shall terminate.
20. Amendment or Termination.
(a) The Board may at any time, or from time to time, amend this Plan
in any respect; provided, however, that no amendment shall be made without
the approval of the shareholders of the Company to increase the aggregate
number of shares which may be issued under this Plan (other than as
provided in Paragraph 13(a) or 19(a) hereof) or for which shareholder
approval is required under applicable tax, securities or other laws.
(b) Without limitation of paragraph 20(a), in the event that the Board
determines that the ongoing operation of the Plan may result in unfavorable
financial accounting consequences, the Board may, in its discretion and, to
the extent necessary or desirable, amend the Plan to reduce or eliminate
such accounting consequence including, but not limited to:
(i) altering the Purchase Price for any Offering Period including
an Offering Period underway at the time of the change in Purchase Price;
(ii) shortening any Offering Period such that the Offering Period
ends on a new Exercise Date, including an Offering Period underway at
the time of the action of the Board; and
(iii) allocating shares.
(c) This Plan and all rights of Employees under any offering hereunder
shall terminate at any time, at the discretion of the Board or Committee.
Upon any termination of this Plan, all amounts in the accounts of
participating Employees shall be either (i) promptly refunded in total or
(ii) refunded to the extent not used to purchase Common Stock, in the sole
discretion of the Board or Committee.
Such amendments shall be made without the approval of the shareholders of
the Company or the consent of any participating Employees.
21. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
23. Term of Plan. The Plan shall become effective upon its adoption by the
Board, but shall be subject to its approval by the shareholders of the Company.
It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 20 hereof.
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APPENDIX B
MARSHALL & ILSLEY CORPORATION
2000 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
1. Objectives. The Marshall & Ilsley Corporation 2000 Executive Stock
Option and Restricted Stock Plan is designed to attract and retain certain
selected officers, key employees, non-employee directors and consultants whose
skills and talents are important to the Company's operations, and reward them
for making major contributions to the success of the Company. These objectives
are accomplished by making awards under the Plan, thereby providing Participants
with a proprietary interest in the growth and performance of the Company.
2. Definitions.
(a) "Award" shall mean the grant of any form of stock option or stock
award to a Plan Participant pursuant to such terms, conditions and
limitations as the Board or Committee may establish in order to fulfill the
objectives of the Plan.
(b) "Award Agreement" shall mean the agreement that sets forth the
terms, conditions and limitations applicable to an Award.
(c) "Board" shall mean the Board of Directors of Marshall & Ilsley
Corporation.
(d) "Cause" shall mean the discharge of an employee on account of
fraud or embezzlement against the Company or serious and willful acts of
misconduct which, in the reasonable judgment of the Committee, are
detrimental to the business of the Company.
(e) "Change in Control" shall mean any of the following:
(i) The acquisition by any individual, entity or "group" (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
thirty-three percent (33%) or more of either (A) the then outstanding
shares of common stock of the Company (the "Outstanding Company Common
Stock") or (B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided,
however, that the following acquisitions of common stock shall not
constitute a Change in Control: (A) any acquisition directly from the
Company (excluding an acquisition by virtue of the exercise of a
conversion privilege or by one person or a group of persons acting in
concert), (B) any acquisition by the Company, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (D) any
acquisition by any corporation pursuant to a reorganization, merger,
statutory share exchange or consolidation which would not be a Change in
Control under paragraph (iii) of this Section 2(e); or
(ii) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an
actual or threatened "election contest" or other actual or threatened
"solicitation" (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) of proxies or consents by or on
behalf of a person other than the Incumbent Board; or
(iii) Consummation of a reorganization, merger, statutory share
exchange or consolidation, unless, following such reorganization,
merger, statutory share exchange or consolidation, (A) more
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than two-thirds (2/3) of, respectively, the then outstanding shares of
common stock of the corporation resulting from such reorganization,
merger, statutory share exchange or consolidation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization,
merger, statutory share exchange or consolidation in substantially the
same proportions as their ownership, immediately prior to such
reorganization, merger, statutory share exchange or consolidation, (B)
no person (excluding the Company, any employee benefit plan (or related
trust) of the Company or such corporation resulting from such
reorganization, merger, statutory share exchange or consolidation and
any person beneficially owning, immediately prior to such
reorganization, merger, statutory share exchange or consolidation,
directly or indirectly, thirty-three percent (33%) or more of the
Outstanding Company Common Stock or Outstanding Voting Securities, as
the case may be) beneficially owns, directly or indirectly, thirty-three
percent (33%) or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such reorganization,
merger, statutory share exchange or consolidation or the combined voting
power of the then outstanding voting securities of such corporation,
entitled to vote generally in the election of directors and (C) at least
a majority of the members of the board of directors of the corporation
resulting from such reorganization, merger, statutory share exchange or
consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization,
merger or consolidation; or
(iv) Consummation of (A) a complete liquidation or dissolution of
the Company or (B) the sale or other disposition of all or substantially
all of the assets of the Company, other than to a corporation, with
respect to which following such sale or other disposition, (1) more than
two-thirds (2/3) of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior
to such sale or other disposition, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (2)
no person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, thirty-three percent (33%) or more
of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, thirty-three percent (33%) or more of, respectively, the
then outstanding shares of common stock of such corporation or the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and
(C) at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for
such sale or other disposition of assets of the Company.
(f) "Common Stock" or "stock" shall mean the authorized and issued or
unissued $1.00 par value common stock of the Company.
(g) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(h) "Committee" shall mean the Executive Compensation Committee of the
Board of Directors of Marshall & Ilsley Corporation. The Committee shall be
comprised of at least two non-employee directors within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934 and "outside
directors" within the meaning of Section 162(m) of the Code.
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(i) "Company" shall mean Marshall & Ilsley Corporation and its
subsidiaries including subsidiaries of subsidiaries and partnerships and
other business ventures in which Marshall & Ilsley Corporation has a
significant equity interest, as determined in the sole discretion of the
Committee.
(j) "Fair Market Value" shall mean the closing sale price of Common
Stock on the New York Stock Exchange as reported in the Midwest Edition of
the Wall Street Journal for the date of grant provided that, if no sales of
Common Stock were made on said exchange on that date, "Fair Market Value"
shall mean the closing sale price of Common Stock as reported for the most
recent preceding day on which sales of Common Stock were made on said
exchange, or, failing any such sales, such other market price as the Board
or the Committee may determine in conformity with pertinent law and
regulations of the Treasury Department.
(k) "Participant" shall mean a current or prospective employee,
non-employee director, consultant or other person who provides services to
the Company to whom an Award has been made under the Plan.
(l) "Plan" shall mean the Marshall & Ilsley Corporation 2000 Executive
Stock Option and Restricted Stock Plan.
(m) "Retirement" shall mean the termination of a Participant's
employment on or after age 65.
3. Eligibility. Current and prospective employees, non-employee directors,
consultants or other persons who provide services to the Company eligible for an
Award under the Plan are those who hold, or will hold, positions of
responsibility and whose performance, in the judgment of the Committee or the
management of the Company (if such responsibility is delegated pursuant to
Section 6 hereof), can have a significant effect on the success of the Company.
4. Common Stock Available for Awards. Subject to adjustment as provided in
Section 14 hereof, the number of shares that may be issued under the Plan for
Awards during the term of the Plan is 5,000,000 shares of Common Stock, all of
which may be in the form of incentive stock options. Any shares subject to an
Award which are used in settlement of tax withholding obligations shall be
deemed not to have been issued for purposes of determining the maximum number of
shares available for issuance under the Plan. Likewise, if any Stock Option is
exercised by tendering shares, either actually or by attestation, to the Company
as full or partial payment for such exercise under this Plan, only the number of
shares issued net of the shares tendered shall be deemed issued for purposes of
determining the maximum number of shares available for issuance under the Plan.
No individual shall be eligible to receive Awards aggregating more than
1,000,000 shares of Common Stock reserved under the Plan during the term of the
Plan and the Company will not issue more than 250,000 shares of Restricted Stock
during the term of the Plan. The Company shall take whatever actions are
necessary to file required documents with the U.S. Securities and Exchange
Commission and any other appropriate governmental authorities and stock
exchanges to make shares of Common Stock available for issuance pursuant to
Awards.
5. Administration. The Plan shall be administered by the Committee, which
shall have full and exclusive power to interpret the Plan, to determine which
persons are Plan Participants, to grant waivers of Award restrictions, and to
adopt such rules, regulations and guidelines for carrying out the Plan as it may
deem necessary or proper, all of which powers shall be executed in the best
interests of the Company and in keeping with the objectives of the Plan.
6. Delegation of Authority. Except to the extent prohibited by applicable
law or the applicable rules of a stock exchange, the Committee may delegate to
the chief executive officer and to other senior officers of the Company its
duties under the Plan pursuant to such conditions or limitations as the
Committee may establish. Any such delegation may be revoked by the Committee at
any time.
7. Awards. The Committee shall determine the type or types of Award(s) to
be made to each Participant and shall set forth in the related Award Agreement
the terms, conditions and limitations applicable to each Award including any
vesting requirements. In all events, upon the occurrence of a Change in Control,
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all Awards will become fully vested and immediately exercisable. The type of
Awards available under the Plan are those listed in this Section 7.
(a) Stock Option. A grant of a right to purchase a specified number of
shares of Common Stock the purchase price of which shall be not less than
100% of Fair Market Value on the date of grant, as determined by the
Committee. A stock option may be in the form of a nonqualified stock option
for all Participants or an incentive stock option ("ISO") for Participants
who are employees. An ISO, in addition to being subject to applicable
terms, conditions and limitations established by the Committee, complies
with Section 422 of the Code which, among other limitations, provides that
the aggregate Fair Market Value (determined at the time the option is
granted) of Common Stock for which ISOs are exercisable for the first time
by a Participant during any calendar year shall not exceed $100,000; that
ISOs shall be priced at not less than 100% of the Fair Market Value on the
date of the grant (110% in the case of a Participant who is a 10%
shareholder of the Company within the meaning of Section 422 of the Code);
and that ISOs shall be exercisable for a period of not more than ten years
(five years in the case of a Participant who is a 10% shareholder of the
Company).
(b) Restricted Stock Award. An Award of stock for such consideration
as the Committee may specify and which may contain transferability or
forfeiture provisions including a requirement of future services and such
other restrictions and conditions as may be established by the Committee
and set forth in the Award Agreement.
8. Deferred Payment of Awards. The Committee may permit selected
Participants to elect to defer payments of some or all types of Awards in
accordance with procedures established by the Committee which are intended to
permit such deferrals to comply with applicable requirements of the Code
including, at the choice of Participants, the capability to make further
deferrals for payment after retirement. Dividends or dividend equivalent rights
may be extended to and made part of any Award denominated in stock or units of
stock, subject to such terms, conditions and restrictions as the Committee may
establish. The Committee may also establish rules and procedures for the
crediting of dividend equivalents for deferred payments denominated in stock or
units of stock.
9. Stock Option Exercise. The price at which shares of Common Stock may be
purchased under a Stock Option shall be paid in full at the time of the exercise
in cash or by means of tendering Common Stock, either directly or by
attestation, valued at Fair Market Value on the date of exercise, or any
combination thereof.
10. Tax Withholding. The Company shall have the right to deduct applicable
taxes from any Award payment and withhold, at the time of delivery or vesting of
shares under the Plan, an appropriate number of shares for payment of taxes
required by law or to take such other action as may be necessary in the opinion
of the Company to satisfy all obligations for withholding of such taxes. The
Company may defer making delivery with respect to Common Stock obtained pursuant
to an Award hereunder until arrangements satisfactory to it have been made with
respect to any such withholding obligation. If Common Stock is used to satisfy
tax withholding, such stock shall be valued based on the Fair Market Value when
the tax withholding is required to be made.
11. Amendment or Discontinuance of the Plan. The Board may, at any time,
amend or terminate the Plan; provided, however, that
(a) subject to Section 14 hereof, no amendment or termination may, in
the absence of written consent to the change by the affected Participant
(or, if the Participant is not then living, the affected beneficiary),
adversely affect the rights of any Participant or beneficiary under any
Award granted under the Plan prior to the date such amendment is adopted by
the Board; and
(b) without further approval of the shareholders of the Company, no
amendment shall increase the number of shares of Common Stock which may be
issued pursuant to Awards hereunder, except for increases resulting from
Section 14 hereof.
12. Termination of Employment or Service. If the employment of a
Participant terminates, other than pursuant to paragraphs (a) through (c) of
this Section 12, all unexercised, deferred and unpaid Awards shall
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terminate 90 days after such termination of employment or service, unless the
Award Agreement provides otherwise, and during such 90-day period shall be
exercisable only to the extent provided in the Award Agreement. Notwithstanding
the foregoing, (i) if a Participant's employment is terminated for Cause, to the
extent the Award is not effectively exercised or has not vested prior to such
termination, it shall lapse or be forfeited to the Company immediately upon
termination and (ii) a director's option shall terminate upon the earlier of the
tenth anniversary of the date of grant or the third anniversary of the
termination of the Participant's service as a director. In all events, an Award
will not be exercisable after the end of its term as set forth in the Award
Agreement.
(a) Retirement. When a Participant's employment terminates as a result
of Retirement, or early retirement with the consent of the Committee, the
Committee (in the form of an Award Agreement or otherwise) may permit
Awards to continue in effect beyond the date of Retirement, or early
retirement, and the exercisability and vesting of any Award may be
accelerated.
(b) Resignation in the Best Interests of the Company. When a
Participant resigns from the Company and, in the judgment of the chief
executive officer or other senior officer designated by the Committee, the
acceleration and/or continuation of outstanding Awards would be in the best
interests of the Company, the Committee may authorize, where appropriate
taking into account any regulatory or accounting implications of such
action, the acceleration and/or continuation of all or any part of Awards
granted prior to such termination.
(c) Death or Disability of a Participant.
(i) In the event of a Participant's death, the Participant's estate
or beneficiaries shall have a period specified in the Award Agreement
within which to receive or exercise any outstanding Award held by the
Participant under such terms, and to the extent, as may be specified in
the applicable Award Agreement. Rights to any such outstanding Awards
shall pass by will or the laws of descent and distribution in the
following order: (a) to beneficiaries so designated by the Participant;
if none, then (b) to a legal representative of the Participant; if none,
then (c) to the persons entitled thereto as determined by a court of
competent jurisdiction. Subject to subparagraph (iii) below, Awards so
passing shall be exercised or paid out at such times and in such manner
as if the Participant were living.
(ii) In the event a Participant is deemed by the Company to be
disabled within the meaning of the Company's long-term disability plan,
the Award shall be exercisable for the period, and to the extent,
specified in the Award Agreement. Awards and rights to any such Awards
may be paid to or exercised by the Participant, if legally competent, or
a legally designated guardian or representative if the Participant is
legally incompetent by virtue of such disability.
(iii) After the death or disability of a Participant, the Committee
may in its sole discretion at any time (1) terminate restrictions in
Award Agreements; (2) accelerate any or all installments and rights; and
(3) instruct the Company to pay the total of any accelerated payments in
a lump sum to the Participant, the Participant's estate, beneficiaries
or representative, notwithstanding that, in the absence of such
termination of restrictions or acceleration of payments, any or all of
the payments due under the Awards might ultimately have become payable
to other beneficiaries.
(iv) In the event of uncertainty as to interpretation of or
controversies concerning this paragraph (c) of Section 12, the
Committee's determinations shall be binding and conclusive.
(d) No Employment or Service Rights. The Plan shall not confer upon
any Participant any right with respect to continuation of employment by the
Company or service as a director, nor shall it interfere in any way with
the right of the Company to terminate any Participant's employment at any
time.
13. Nonassignability. Except as provided in subsection (c) of Section 12
and this Section 13, no Award or any other benefit under the Plan shall be
assignable or transferable, or payable to or exercisable by anyone other than
the Participant to whom it was granted. Notwithstanding the foregoing, the
Committee (in the form of an Award Agreement or otherwise) may permit Awards,
other than ISOs, to be transferred to
B-5
<PAGE> 35
members of the Participant's immediate family, to trusts for the benefit of the
Participant and/or such immediate family members, and to partnerships or other
entities in which the Participant and/or such immediate family members own all
the equity interests. For purposes of the preceding sentence, "immediate family"
shall mean a Participant's spouse, issue and spouses of his issue.
14. Adjustments. In the event of any change in the outstanding Common Stock
of the Company by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger, or similar event, the
Committee may adjust proportionally (a) the number of shares of Common Stock (i)
reserved under the Plan, (ii) available for ISOs, (iii) for which Awards may be
granted to an individual Participant, and (iv) covered by outstanding Awards
denominated in stock, (b) the stock prices related to outstanding Awards; and
(c) the appropriate Fair Market Value and other price determinations for such
Awards. In the event of any other change affecting the Common Stock or any
distribution (other than normal cash dividends) to holders of Common Stock, such
adjustments as may be deemed equitable by the Committee, including adjustments
to avoid fractional shares, shall be made to give proper effect to such event.
In the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee shall be
authorized to issue or assume Stock Options, whether or not in a transaction to
which Section 424(a) of the Code applies, by means of substitution of new Stock
Options for previously issued Stock Options or an assumption of previously
issued Stock Options.
15. Notice. Any notice to the Company required by any of the provisions of
the Plan shall be addressed to the director of human resources or to the chief
executive officer of the Company in writing, and shall become effective when it
is received by the office of either of them.
16. Unfunded Plan. The Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
Common Stock under the Plan, any such accounts shall be used merely as a
bookkeeping convenience. The Company shall not be required to segregate any
Common Stock, nor shall the Plan be construed as providing for such segregation,
nor shall the Company nor the Board nor the Committee be deemed to be a trustee
of any Common Stock to be granted under the Plan. Any liability of the Company
to any Participant with respect to a grant of Common Stock or rights thereto
under the Plan shall be based solely upon any contractual obligations that may
be created by the Plan and any Award Agreement; no such obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Board nor the Committee
shall be required to give any security or bond for the performance of any
obligation that may be created by the Plan.
17. Governing Law. The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Wisconsin without
giving effect to its conflicts of law provisions.
18. Effective and Termination Dates. The effective date of the Plan is
February 10, 2000. The Plan shall terminate on February 9, 2010 subject to
earlier termination by the Board pursuant to Section 11, after which no Awards
may be made under the Plan, but any such termination shall not affect Awards
then outstanding or the authority of the Committee to continue to administer the
Plan.
19. Other Benefit and Compensation Programs. Payments and other benefits
received by a Participant pursuant to an Award shall not be deemed a part of
such Participant's regular, recurring compensation for purposes of the
termination or severance plans of the Company and shall not be included in, nor
have any effect on, the determination of benefits under any other employee
benefit plan, contract or similar arrangement, unless the Committee expressly
determines otherwise.
B-6
<PAGE> 36
ARTHUR ANDERSEN
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports included in Marshall & Ilsley Corporation's 1999 Annual
Report on Form 10-K into the proxy statement.
/s/ Arthur Andersen LLP
- ------------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 9, 2000
<PAGE> 37
- --------------------------------------------------------------------------------
PROXY CARD
MARSHALL & ILSLEY CORPORATION
YOU MAY VOTE BY TELEPHONE, BY INTERNET OR BY MAIL
(SEE INSTRUCTIONS BELOW)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints J.B. Wigdale and D.J. Kuester, and each of them,
as proxies, each with the power to appoint his substitute, and authorizes each
of them to represent and to vote, as designated on the reverse hereof, all of
the shares of stock of Marshall & Ilsley Corporation held of record by the
undersigned on February 29, 2000 at the 2000 Annual Meeting of Shareholders of
Marshall & Ilsley Corporation to be held on April 25, 2000 or at any adjournment
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF ALL NOMINEES FOR DIRECTORS, "FOR" APPROVAL OF THE
2000 EMPLOYEE STOCK PURCHASE PLAN, "FOR" APPROVAL OF THE 2000 EXECUTIVE STOCK
OPTION AND RESTRICTED STOCK PLAN AND "FOR" APPROVAL OF THE PROPOSED AMENDMENT TO
THE RESTATED ARTICLES OF INCORPORATION.
TO VOTE BY TELEPHONE OR VIA THE INTERNET, FOLLOW THESE STEPS:
1. CALL TOLL-FREE ON A TOUCH-TONE PHONE 1-877-779-8683
(OR FOR SHAREHOLDERS RESIDING OUTSIDE THE UNITED STATES,
CALL ON A TOUCH-TONE PHONE 1-201-536-8073, OR GO TO
HTTP://WWW.EPROXYVOTE.COM/MI.
2. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED ON THIS PROXY CARD
ABOVE YOUR NAME. DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY
TELEPHONE OR THE INTERNET.
3. FOLLOW THE INSTRUCTIONS PROVIDED.
(Continued and to be signed on the reverse side.)
- --------------------------------------------------------------------------------
<PAGE> 38
- --------------------------------------------------------------------------------
PLEASE MARK BOXES IN BLUE OR BLACK INK.
1. ELECTION OF CLASS I DIRECTORS:
FOR all nominees below to serve for the terms indicated below and until
their successors are elected and qualified (except as marked to the
contrary below). [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below. [ ]
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW)
Class I (with terms expiring April 2003): Richard A. Abdoo, Wendell F.
Bueche, Gordon H. Gunnlaugsson, Ted D. Kellner, Katharine C. Lyall, Peter
M. Platten, III and James B. Wigdale.
2. PROPOSAL TO APPROVE THE 2000 EMPLOYEE STOCK PURCHASE PLAN:
FOR approval of the 2000 Employee Stock Purchase Plan. [ ]
AGAINST approval of the 2000 Employee Stock Purchase Plan. [ ]
ABSTAIN from voting on the 2000 Employee Stock Purchase Plan.[ ]
3. PROPOSAL TO APPROVE THE 2000 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK
PLAN:
FOR approval of the 2000 Executive Stock Option and Restricted
Stock Plan. [ ]
AGAINST approval of the 2000 Executive Stock Option and Restricted Stock
Plan. [ ]
ABSTAIN from voting on the 2000 Executive Stock Option and Restricted Stock
Plan. [ ]
4. PROPOSAL TO AMEND THE RESTATED ARTICLES OF INCORPORATION:
FOR approval of the proposed amendment to the Restated Articles of
Incorporation. [ ]
AGAINST approval of the proposed amendment to the Restated Articles of
Incorporation. [ ]
ABSTAIN from voting on the proposed amendment to the Restated Articles of
Incorporation. [ ]
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign exactly as your name appears below. When shares
are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name
by authorized person.
Date: , 2000
---------------------------------
--------------------------------------------
(Signature of Shareholder)
IF VOTING BY MAIL, PLEASE MARK,
SIGN, DATE AND RETURN THIS PROXY --------------------------------------------
CARD PROMPTLY USING THE ENVELOPE (Signature of Shareholder - if held jointly)
PROVIDED.
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR THE INTERNET.
