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FORM 4 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of Marshall & Ilsley Corporation (MI) Senior Vice President and Audit Director 10-29-2002 X Milwaukee WI
53202 Table I Code V Amount
Price D I FORM 4
(continued) Table II Code V (A) (D) Date Expiration Title Amount or **Signature
of Reporting Person Date Root, Thomas A. 770 North Water Street Milwaukee WI 53202 Marshall & Ilsley Corporation (MI) 10/29/2002 Reminder: * ** Note: POWER OF ATTORNEY For Executing Forms 3, 4 and S and 144 Know
Washington, DC 20549
1934, Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response...0.5
Check
this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
(Print or
Type Responses)
1. Name and
Address of Reporting Person*
Root
Thomas A
2. Issuer
Name and Ticker or Trading Symbol
6. Relationship
of Reporting Person(s) to Issuer
(Check
all applicable)
Director
10% Owner
X
Officer (give title
below)
Other (specify below)
(Last) (First) (Middle)
770 North Water Street3. I.R.S.
Identification
Number of
Reporting Person,
if an entity
(voluntary)4. Statement for
Month/Day/Year
7. Individual or Joint/Group Filing (Check Applicable Line)
5. If Amendment, Date of
Original (Month/Day/Year)Form
filed by One Reporting Person
(Street)
Form filed by More
than One Reporting Person
(City) (State) (Zip)
1. Title of
Security
(Instr. 3)2. Transaction
Date
(Month/Day/Year)2A. Deemed
Execution Date,
if any
(Month/Day/Year)3. Transaction
Code
(Instr.8)4. Securities
Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)5. Amount
of Securities
Beneficially Owned
Following Reported
Transaction(s)
(Instr. 3 and 4)6. Ownership
Form: Direct
(D) or
Indirect (I)
(Instr. 4)7. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
(A) or
(D)
Common Stock
6,5001
Common Stock
474.9184
By Children
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of
Derivative
Security
(Instr. 3)2. Conversion
or Exercise
Price of
Derivative
Security3. Transaction
Date
(Month/Day/Year)3A. Deemed
Execution
Date, if any
(Month/Day/Year)4. Transaction
Code
(Instr.8)5. Number of
Derivative
Securities
Acquired
(A) or
Disposed
of (D)
(Instr. 3, 4
and 5)6. Date
Exercisable
and Expiration Date
(Month/Day/Year)7. Title and
Amount of
Underlying
Securities
(Instr. 3 and 4)8. Price of
Derivative
Security
(Instr. 5)9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported
Transaction
(s)
(Instr. 4)10. Ownership
Form of
Derivative
Securities:
Direct (D)
or Indirect
(I)
(Instr. 4) 11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Exercisable
Date
Number of
Shares
Stock Option
$28.55
10-25-2002
A
16,000
2
10-25-2012
Common Stock
16,000
$28.55
16,000
D
Explanation of Responses:
1 The direct and indirect share balances give effect to a
2-for-1 stock split in the form of a stock dividend paid on June14, 2002
2 The option vests in three equal
annual installments beginning on 10-25-2003.
By: Ryan E. Daniels,
Attorney-in-fact
Report
on a separate line for each class of securities beneficially owned directly or indirectly.
If the
form is filed by more than one reporting person, see Instruction 4(b)(v).
Intentional
misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
File
three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure.
(1) execute for and on behalf of the undersigned Forms 3. 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) execute for and on behalf of the undersigned notices on Form 144 in accordance with Rule 144 under the Securities Act of 1933;
(3) do and perform any and all acts for and on behalf of the undersigned which maybe necessary or desirable to complete the execution of any such Forms 3,4 or 5 or Form 144 and the timely filing of such forms with the United States Securities and Exchange Commission and any other authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may he of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to he done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and the rules thereunder or Rule 144 under the Securities Act of 1933. This Power of Attorney shall be a durable power of attorney and shall not be affected by subsequent disability or incapacity of the undersigned.
IN WITNESS WHEREOF. the undersigned has caused this Power of Attorney to be executed as of this 15th day of August, 2002.
/s/ Thomas A. Root
Thomas A. Root
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