Exhibit 3(ii)(b)

                   CERTIFICATE OF ASSISTANT SECRETARY
                                   OF
                      MARSHALL & ILSLEY CORPORATION



      The undersigned, Victoria L. Strobel, on behalf of Marshall & Ilsley
Corporation, a Wisconsin corporation (the "Corporation"), hereby certifies
that she is the duly elected and acting Assistant Secretary of the
Corporation and certifies that attached hereto as Exhibit A is a true and
correct copy of an Amendment to the By-laws of Marshall & Ilsley Corporation
that was adopted by the Board of Directors of the Corporation on April 23,
2002.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of the 13th day of May, 2002.


                              By:  /s/ Victoria L. Strobel
                                   ----------------------------------
                                   Name:  Victoria L. Strobel
                                   Title:  Assistant Secretary

MW615623_1.DOC


                                                     Exhibit A

                                 RESOLUTION
                                 ----------

      "BE IT RESOLVED, That the By-Laws of this Corporation be and
      hereby are amended as follows:

           4.1.  Number.  The principal officers of the Corporation shall
                 be a Chairman of the Board, a Vice Chairman of
                 the Board, a Chief Executive Officer, a
                 President, one or more Vice Presidents, any one of whom
                 may be designated as Executive Vice President, and a
                 Secretary, each of whom shall be elected by the Board of
                 Directors.  Such other officers and assistant officers as
                 may be deemed necessary may be elected or appointed by the
                 Board of Directors.

      BE IT FURTHER RESOLVED, That the By-Laws of this Corporation be
      and hereby are further amended by striking out paragraph 4.6.
      relating to the duties of the Vice Chairman of the Board."


MW615702_1.DOC