-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, V+w/5RX+pNTbTSrx3aGqveNJwPl2EJYZgj6t7M8draSSf5FLbqpRmYjMjcRvDMAZ vlthGDrBs2++fEDGpMAa4A== 0000062741-94-000024.txt : 19940601 0000062741-94-000024.hdr.sgml : 19940601 ACCESSION NUMBER: 0000062741-94-000024 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940531 EFFECTIVENESS DATE: 19940619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARSHALL & ILSLEY CORP/WI/ CENTRAL INDEX KEY: 0000062741 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 390968604 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53897 FILM NUMBER: 94532139 BUSINESS ADDRESS: STREET 1: 770 N WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147657801 S-8 1 S-8 REGISTRATION STATEMENT Registration No. 33-__________ As filed with the Securities and Exchange Commission on May 31, 1994 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 MARSHALL & ILSLEY CORPORATION (Exact Name of Registrant as Specified in Charter) Wisconsin 39-0968604 (State of Incorporation) (I.R.S. Employer Identification No.) 780 North Water Street Milwaukee, Wisconsin 53202 (Address of Principal Executive Offices) (Zip Code) __________________________________________________________________ Valley Bancorporation 1992 Incentive Stock Plan* Valley Bancorporation 1992 Outside Directors' Stock Option Plan* Valley Bancorporation 1988 Nonqualified Stock Option Plan* Valley Bancorporation 1986 Amended and Restated Stock Option Plan* Community Banks, Inc. 1986 Incentive Stock Option Plan* Community Banks, Inc. 1984 Incentive Stock Option Plan* Community Banks, Inc. 1983 Incentive Stock Option Plan* __________________________________________________________________ M. A. Hatfield Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 (Name and address of agent for service) (414) 765-7801 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE =============================================================================== Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of Securities Amount to Price Per Offering Registration to be Registered be Registered Unit (1) Price Fee (1) _______________________________________________________________________________ Common Stock, 1,460,449 $4.03-$15.38 $16,057,941 $5,537.22 (1) $1.00 par value =============================================================================== (1) Registration fee calculated pursuant to Rule 457(h) under the Securities Act of 1933. The registration fee is based on the aggregate exercise price for the shares underlying the outstanding options as of May 24, 1994. There will be no further grants under the Plans. The per share exercise prices, as adjusted, range from $4.03 to $15.38. =============================================================================== *Plans were assumed by Marshall & Ilsley Corporation as of May 31, 1994 in connection with the merger of Valley Bancorporation with and into Marshall & Ilsley Corporation. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference --------------------------------------- The following documents are incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. (b) The Registrant's Current Report on Form 8-K dated February 23, 1994. (c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994. (d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Item 6. Indemnification of Directors and Officers ----------------------------------------- Section 180.0851 of the Wisconsin Business Corporation Law (the "WBCL") requires a corporation to indemnify a director or officer, to the extent such person is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding, if such person was a party to such proceeding because he or she was a director or officer of the corporation. In cases where a director or officer is not successful on the merits or otherwise in the defense of a proceeding, a corporation is required to indemnify a director or officer against liability incurred by the director or officer in a proceeding if such person was a party to such proceeding because he or she is a director or officer of the corporation unless it is determined that he or she breached or failed to perform a duty owed to the corporation and such breach or failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct. Section 180.0858 of the WBCL provides that subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under a corporation's articles of incorporation or by-laws, a written agreement between the director or officer and the corporation; or a resolution of the board of directors or the shareholders. Unless otherwise provided in the articles of incorporation or by-laws, or by written agreement between the director or officer and the corporation, an officer or director seeking indemnification is entitled to indemnification if approved in any of the following manners as specified in Section 180.0855 of the WBCL: (i) by majority vote of a disinterested quorum of the board of directors; (ii) by independent legal counsel chosen by a quorum of disinterested directors or its committee; (iii) by a panel of three arbitrators (one of which is chosen by a quorum of disinterested directors); (iv) by the vote of the shareholders; (v) by a court; or (vi) by any other method permitted in Section 180.0858 of the WBCL. Reasonable expenses incurred by a director or officer who is a party to a proceeding may be reimbursed by a corporation, pursuant to Section 180.0853 of the WBCL, at such time as the director or officer furnishes to the corporation written affirmation of his good faith that he has not breached or failed to perform his duties; and written confirmation to repay any amounts advanced if it is determined that indemnification by the corporation is not required. Section 180.0859 of the WBCL provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in connection with any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities. As permitted by Section 180.0858, the Registrant has adopted indemnification provisions in its by-laws which closely track the statutory indemnification provisions with certain exceptions. In particular, Section 7.1 of the Registrant's by-laws, among other items, provides that (i) an individual shall be indemnified unless it is proven by a final judicial adjudication that indemnification is prohibited and (ii) payment or reimbursement of expenses, subject to certain limitations, will be mandatory rather than permissive. The Registrant has purchased directors' and officers' liability insurance which has coverage limits of $40 million per occurrence and insures the Registrant's officers and directors against certain liabilities which may arise under the Securities Act of 1933. Item 8. Exhibits -------- 5 Opinion of Godfrey & Kahn, S.C. regarding legality of the Common Stock being registered. 10.1 Marshall and Ilsley Corporation Assumption Agreement dated May 31, 1994 assuming rights, obligations and interests of Valley Bancorporation under various stock option plans (all relevant annexes incorporated by reference in Exhibits 10.2 through 10.8) 10.2 Valley Bancorporation 1992 Incentive Stock Plan incorporated herein by reference to Exhibit A to Valley Bancorporation's 1992 Annual Meeting Proxy Statement dated March 25, 1992 (the "March 25, 1992 Proxy Statement") 10.3 Valley Bancorporation 1992 Outside Directors' Stock Option Plan incorporated herein by reference to Exhibit B to the March 25, 1992 Proxy Statement 10.4 Valley Bancorporation 1988 Nonqualified Stock Option Plan incorporated herein by reference to Exhibit A to Valley Bancorporation's 1988 Annual Meeting Proxy Statement dated March 22, 1988 10.5 Valley Bancorporation 1986 Amended and Restated Stock Option Plan incorporated herein by reference to Exhibit A to Valley Bancorporation's 1987 Annual Meeting Proxy Statement dated March 30, 1987 10.6 Community Banks, Inc. 1986 Incentive Stock Option Plan incorporated herein by reference to Exhibit 19.3(a) to Valley Bancorporation's 10-Q for the quarter ended September 30, 1987 (the "September 30, 1987 10-Q") 10.7 Community Banks, Inc. 1984 Incentive Stock Option Plan incorporated herein by reference to Exhibit 19.3(a) to the September 30, 1987 10-Q 10.8 Community Banks, Inc. 1983 Incentive Stock Option Plan incorporated herein by reference to Exhibit 19.3(a) to the September 30, 1987 10-Q 23.1 Consent of Arthur Andersen & Co. 23.2 Consent of Godfrey & Kahn, S.C., included in Exhibit 5. 24 Powers of Attorney for Directors of the Registrant. Item 9. Undertakings ------------ The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on May 27, 1994. MARSHALL & ILSLEY CORPORATION By: /s/ J. B. Wigdale ----------------------------------- J. B. Wigdale, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on the dates indicated. /s/ J. B. Wigdale Date: May 27, 1994 - --------------------------------------- J. B. Wigdale, Chairman of the Board and a Director (Principal Executive Officer) /s/ G. H. Gunnlaugsson Date: May 27, 1994 - --------------------------------------- G. H. Gunnlaugsson, Executive Vice President and a Director (Principal Financial Officer) /s/ P. R. Justiliano Date: May 27, 1994 - --------------------------------------- P. R. Justiliano, Vice President and Corporate Controller (Principal Accounting Officer) Directors: J. P. Bolduc, Wendell F. Bueche, J. F. Chait, Glenn A. Francke, Burleigh E. Jacobs, Jack F. Kellner, James F. Kress, Dennis J. Kuester, Don R. O'Hare, J. A. Puelicher, Stuart W. Tisdale and James O. Wright By: /s/ M.A. Hatfield Date: May 27, 1994 - --------------------------------------- M.A. Hatfield, As Attorney-in-Fact* * Pursuant to authority granted by powers of attorney, copies of which are filed herewith. EXHIBIT INDEX Exhibits 5 Opinion of Godfrey & Kahn, S.C. regarding legality of the Common Stock being registered. 10.1 Marshall and Ilsley Corporation Assumption Agreement dated May 31, 1994 assuming rights, obligations and interests of Valley Bancorporation under various stock option plans (all relevant annexes incorporated by reference in Exhibits 10.2 through 10.8) 10.2 Valley Bancorporation 1992 Incentive Stock Plan incorporated herein by reference to Exhibit A to Valley Bancorporation's 1992 Annual Meeting Proxy Statement dated March 25, 1992 (the "March 25, 1992 Proxy Statement") 10.3 Valley Bancorporation 1992 Outside Directors' Stock Option Plan incorporated herein by reference to Exhibit B to the March 25, 1992 Proxy Statement 10.4 Valley Bancorporation 1988 Nonqualified Stock Option Plan incorporated herein by reference to Exhibit A to Valley Bancorporation's 1988 Annual Meeting Proxy Statement dated March 22, 1988 10.5 Valley Bancorporation 1986 Amended and Restated Stock Option Plan incorporated herein by reference to Exhibit A to Valley Bancorporation's 1987 Annual Meeting Proxy Statement dated March 30, 1987 10.6 Community Banks, Inc. 1986 Incentive Stock Option Plan incorporated herein by reference to Exhibit 19.3(a) to Valley Bancorporation's 10-Q for the quarter ended September 30, 1987 (the "September 30, 1987 10-Q") 10.7 Community Banks, Inc. 1984 Incentive Stock Option Plan incorporated herein by reference to Exhibit 19.3(a) to the September 30, 1987 10-Q 10.8 Community Banks, Inc. 1983 Incentive Stock Option Plan incorporated herein by reference to Exhibit 19.3(a) to the September 30, 1987 10-Q 23.1 Consent of Arthur Andersen & Co. 23.2 Consent of Godfrey & Kahn, S.C., included in Exhibit 5. 24 Powers of Attorney for Directors of the Registrant. EX-5 2 EXHIBIT 5/S-8 REGISTRATION STATEMENT EXHIBIT 5 Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, Wisconsin 53202 May 31, 1994 Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offer and sale by you of up to 1,460,449 shares of common stock, $1.00 par value, (the "Shares"), in the manner set forth in the Registration Statement. We have examined: (a) the Registration Statement, (b) the Company's Restated Articles of Incorporation, and By-Laws, as amended to date, (c) certain resolutions of the Company's Board of Directors, and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. Based on the foregoing, we are of the opinion that the Shares, when sold as contemplated in the Registration Statement, will be duly authorized and validly issued, fully paid and nonassessable except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or any successor provision, which provides that shareholders of a corporation organized under Chapter 180 of the Wisconsin Statutes may be assessed up to the par value of their shares to satisfy the obligations of such corporation to its employees for services rendered, but not exceeding six months service in the case of any individual employee; certain Wisconsin courts have interpreted "par value" to mean the full amount paid by the purchaser of shares upon the issuance thereof. We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, however, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act of 1933, as amended, or within the category of persons whose consent is required by Section 7 of said Act. Very truly yours, /s/ Godfrey & Kahn, S.C. ------------------------ GODFREY & KAHN, S.C. EX-10 3 EXHIBIT 10.1/S-8 REGISTRATION STATEMENT EXHIBIT 10.1 ASSUMPTION AGREEMENT WHEREAS, Valley Bancorporation ("Valley") will be merged with and into Marshall & Ilsley Corporation ("M&I") (the "Merger") and, upon the successful completion of such Merger, M&I shall be the surviving corporation; WHEREAS, Valley currently sponsors a 1992 Incentive Stock Plan, a copy of which is attached hereto as Annex A, a 1992 Outside Directors' Stock Option Plan, a copy of which is attached hereto as Annex B, a 1988 Nonqualified Stock Option Plan, a copy of which is attached hereto as Annex C, a 1986 Amended and Restated Stock Option Plan, a copy of which is attached hereto as Annex D, and a 1984 Incentive Stock Option Plan (under which there are no options outstanding), a copy of which is attached hereto as Annex E, and has assumed the obligations of Community Banks, Inc. ("Community") under outstanding options granted under Community's 1983, 1984, and 1986 Incentive Stock Option Plans, as amended, copies of which are attached hereto as Annex F (collectively, the "Plans") for the benefit of certain employees of Valley and certain of its subsidiaries; and WHEREAS, conditioned upon the effectiveness of the Merger (the "Effective Time"), M&I desires to assume all of the rights, obligations and interests of Valley under the Plans to the extent that options are outstanding under the Plans at the Effective Time and desires that options over Valley common stock be exercisable on the same terms and conditions (taking into account the exchange ratio of 1.72 shares of M&I common stock for each share of Valley common stock) over shares of M&I common stock. NOW, THEREFORE, pursuant to Section 6.4 and Annex C of the Agreement and Plan of Merger dated September 19, 1993 between Valley and M&I, M&I agrees as follows: 1. Assumption. At the Effective Time, M&I hereby assumes all of the rights, obligations and interests of Valley in the Plans. 2. Substitution of Shares. M&I hereby agrees that, at the Effective Time, each outstanding option issued pursuant to the Plans shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such option (including, without limitation, the time periods allowed for exercise), a number of shares of M&I common stock equal to 1.72 times the number of shares of Valley common stock subject to such option, at a price per share equal to the aggregate exercise price for the shares subject to such option divided by the number of shares of M&I common stock purchasable pursuant to such assumed option. 3. Language. Except where clearly indicated otherwise by the documents, at the Effective Time, under the Plans all references to Valley shall be deemed to be references to M&I and all references to shares of Valley common stock shall be deemed to be references to shares of M&I common stock. 4. Condition. If the Merger is terminated for any reason prior to the Effective Time, this Agreement shall terminate and be of no force or effect whatsoever. 5. Governing Law. This Assumption Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of Wisconsin. Dated May 31, 1994. MARSHALL & ILSLEY CORPORATION By: /s/ J.B. Wigdale ---------------------------- J.B. Wigdale, Chairman of the Board and Chief Executive Officer EX-23 4 EXHIBIT 23.1/S-8 REGISTRATION STATEMENT EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated January 28, 1994 in the Annual Report on Form 10-K for the year ended December 31, 1993 of Marshall & Ilsley Corporation in the Registration Statement on Form S-8 pertaining to the Valley Bancorporation 1992 Incentive Stock Plan, the Valley Bancorporation 1992 Outside Directors' Stock Option Plan, the Valley Bancorporation 1988 Nonqualified Stock Option Plan, the Valley Bancorporation 1986 Amended and Restated Stock Option Plan, the Community Banks, Inc. 1986 Incentive Stock Option Plan, the Community Banks, Inc. 1984 Incentive Stock Option Plan, and the Community Banks, Inc. 1983 Incentive Stock Option Plan. /s/ ARTHUR ANDERSON & CO. ----------------------------- ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin, May 25, 1994. EX-24 5 EXHIBIT 24/S-8 REGISTRATION STATEMENT EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ J.P. Bolduc ----------------------------------- J.P. Bolduc DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- Dated this 22nd day of February, 1994. /s/ Wendell F. Bueche ----------------------------------- Wendell F. Bueche DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ J.F. Chait ----------------------------------- J.F. Chait DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ Glenn A. Francke ----------------------------------- Glenn A. Francke DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming his signature as it may be signed by said attorney-in-fact to said Form S-8 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ G.H. Gunnlaugsson ----------------------------------- G.H. Gunnlaugsson DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ Burleigh E. Jacobs ----------------------------------- Burleigh E. Jacobs DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ Jack F. Kellner ----------------------------------- Jack F. Kellner DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ James F. Kress ----------------------------------- James F. Kress DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ Dennis J. Kuester ----------------------------------- Dennis J. Kuester DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ Don R. O'Hare ----------------------------------- Don R. O'Hare DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ J.A. Puelicher ----------------------------------- J.A. Puelicher DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ Stuart W. Tisdale ----------------------------------- Stuart W. Tisdale DIRECTOR'S POWER OF ATTORNEY The undersigned Director of Marshall & Ilsley Corporation, a Wisconsin corporation, hereby constitutes and designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A. Hatfield, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him in his name, place and stead, in any and all capacities, the Registration Statement on Form S-8 of Marshall & Ilsley Corporation relating to any stock option plans of Valley Bancorporation assumed by Marshall & Ilsley Corporation pursuant to the Agreement and Plan of Merger dated as of September 19, 1993 between Marshall & Ilsley Corporation and Valley Bancorporation, and any and all amendments (including post-effective amendments) and/or supple- ments to said Form S-8, generally to do all such things in his name and behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and con- firming his signature as it may be signed by said attorney-in- fact to said Form S-8 and any and all amendments (including post- effective amendments) and/or supplements thereto. Dated this 22nd day of February, 1994. /s/ James O. Wright ----------------------------------- James O. Wright -----END PRIVACY-ENHANCED MESSAGE-----