S-8

As filed with the Securities and Exchange Commission on May 12, 2003

Registration No. 333-_____

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MARSHALL & ILSLEY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Wisconsin	39-0968604
(State of Incorporation)	(I.R.S. Employer Identification No.)

770 North Water Street
Milwaukee, Wisconsin	53202
(Address of Principal Executive Offices)	(Zip Code)

____________________________________

1994 Long-Term Incentive Plan for Executives
____________________________________

Randall J. Erickson
Marshall & Ilsley Corporation
770 North Water Street
Milwaukee, Wisconsin 53202
(414) 765-7801
(Name, address and telephone number, including area code, of agent for service)
With copies to:
Christopher B. Noyes
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500

CALCULATION OF REGISTRATION FEE

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Title of securities to be registered		Amount to be registered			Proposed maximum offering price per share		Proposed maximum aggregate offering price (1)		Amount of registration fee (1)
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Common Stock, $1.00 par value			600,000	N/A		$17,766,000		$1,634.47
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(1)	The registration fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended. The registration fee is based on the average of the high and low price per share of Marshall & Ilsley Corporation common stock on May 7, 2003 on the New York Stock Exchange ($29.61). Pursuant to Rule 457(p), a portion of the registration fee of $65,123 paid by Metavante Corporation, a wholly-owned subsidiary of the Registrant, in connection with its Registration Statement on Form S-1 (File No. 333-41312) initially filed with the Commission on July 13, 2000 is offset against the currently due registration fee. Metavante Corporation paid a registration fee of $65,123, of which $28,097.76 remains available for offset pursuant to Rule 457(p), prior to this filing.
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INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE

          This Registration Statement is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), to register an additional 600,000 shares of Marshall & Ilsley Corporation (the "Company") common stock, which is issuable pursuant to the Company's Amended and Restated 1994 Long-Term Incentive Plan for Executives. The information in the Registration Statements on Form S-8 (Registration Nos. 33-55317 and 333-49195) filed by the Company on September 1, 1994 and April 2, 1998, respectively, is incorporated by reference into this Registration Statement.

NOTICE REGARDING ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act provides that if any part of a registration statement at the time it becomes effective contains an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement, unless it is proved that at the time of such acquisition such person knew of such untruth or omission, may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement or as having prepared or certified any report or valuation which is used in connection with the registration statement with respect to the statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountant. On May 6, 2002, Marshall & Ilsley announced that it had appointed Deloitte & Touche LLP to replace Arthur Andersen LLP as its independent accountants. Prior to the date of this registration statement, the Arthur Andersen LLP partners who reviewed Marshall & Ilsley's most recent audited financial statements have resigned from Arthur Andersen LLP. As a result, Marshall & Ilsley has been unable to obtain Arthur Andersen LLP's written consent to the incorporation by reference into this registration statement of its audit reports with respect to Marshall & Ilsley's financial statements. Arthur Andersen LLP's reports on the financial statements of Marshall & Ilsley incorporated by reference in this registration statement are copies of such reports and have not been reissued by Arthur Andersen LLP. Under these circumstances, Rule 437a under the Securities Act permits Marshall & Ilsley to file this registration statement without a written consent from Arthur Andersen. Accordingly, A rthur Andersen LLP will not be liable to you under Section 11(a) of the Securities Act because it has not consented to being named as an expert in the registration statement.

Exhibits

4	Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives, incorporated by reference to the Registrant's Proxy Statement for the 2003 Annual Meeting of Shareholders
5	Opinion of Godfrey & Kahn, S.C. regarding legality of the Common Stock being registered
23.1	Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)
23.2	Consent of Deloitte & Touche LLP
23.3	Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the Securities Act of 1933, as amended)
24	Powers of Attorney

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 12, 2003.

MARSHALL & ILSLEY CORPORATION

By: /s/ Dennis J. Kuester                                     

        Dennis J. Kuester,

        President and Chief Executive Officer

        (Principal 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 and on the dates indicated:

Signature	Title	Date
/s/ Mark F. Furlong                         Mark F. Furlong	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 12, 2003
/s/ Patricia R. Justiliano                     Patricia R. Justiliano	Senior Vice President and Corporate Controller (Principal Accounting Officer)	May 12, 2003

Directors:

Richard A. Abdoo, David L. Andreas, Andrew N. Baur, Jon F. Chait, Bruce E. Jacobs, Donald R. Johnson, Ted D. Kellner, Dennis J. Kuester, Katharine C. Lyall, John A. Mellowes, Edward L. Meyer, Jr., San W. Orr, Jr., Robert J. O'Toole, Peter M. Platten, III, Robert A. Schaefer, John S. Shiely, James A. Urdan, George E. Wardeberg and James B. Wigdale.

*By: /s/ Randall J. Erickson                
         Randall J. Erickson
         As Attorney-in-Fact* Date: May 12, 2003

*Pursuant to authority granted by powers of attorney, copies of which are filed herewith.

EXHIBIT INDEX

Exhibits

4	Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives, incorporated by reference to the Registrant's Proxy Statement for the 2003 Annual Meeting of Shareholders
5	Opinion of Godfrey & Kahn, S.C. regarding legality of the Common Stock being registered
23.1	Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)
23.2	Consent of Deloitte & Touche LLP
23.3	Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the Securities Act of 1933, as amended)
24	Powers of Attorney

EX-5

EXHIBIT 5

GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin  53202
Phone: (414) 273-3500  Fax: (414) 273-5198

May 12, 2003

Marshall & Ilsley Corporation

770 North Water Street

Milwaukee, Wisconsin 53202

Ladies and Gentlemen:

We have acted as your counsel in connection with the offer by Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”), of up to 600,000 shares of common stock, $1.00 par value (the “Shares”).  The Shares are to be issued pursuant to the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives (the “Plan”), as described in the Plan’s prospectus (the “Prospectus”), including all amendments and supplements thereto, which relates to the Company’s Registration Statement on Form S-8, to be filed with the Securities and Exchange Commission on or about May 12, 2003 (the “Registration Statement”).

We have examined:  (a) the Plan, the Prospectus and the Registration Statement, (b) the Company’s Restated Articles of Incorporation and By-Laws, each 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 are duly authorized and, upon issuance in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable, subject to Section 180.0622(2)(b) of the Wisconsin Statutes, or any successor provision.  Section 180.0622(2)(b) of the Wisconsin Statutes provides that shareholders of a corporation 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 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-23.2

EXHIBIT 23.2

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement of Marshall & Ilsley Corporation on Form S-8 of our report dated January 15, 2003 appearing in the Annual Report on Form 10-K of Marshall & Ilsley Corporation for the year ended December 31, 2002.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin
May 9, 2003

EX-24

EXHIBIT 24

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  Richard A. Abdoo

Richard A. Abdoo

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 19th day of February, 2003.

/s/  Ted D. Kellner

Ted D. Kellner

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  Katharine C. Lyall

Katharine C. Lyall

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  Peter M. Platten, III

Peter M. Platten, III

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  James A. Urdan

James A. Urdan

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  James B. Wigdale

James B. Wigdale

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  Jon F. Chait

Jon F. Chait

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  Bruce E. Jacobs

Bruce E. Jacobs

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  Donald R. Johnson

Donald R. Johnson

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  Dennis J. Kuester

Dennis J. Kuester

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  Edward L. Meyer, Jr.

Edward L. Meyer, Jr.

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  San W. Orr, Jr.

San W. Orr, Jr.

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  George E. Wardeberg

George E. Wardeberg

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  David L. Andreas

David L. Andreas

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 19th day of February, 2003.

/s/  Andrew N. Baur

Andrew N. Baur

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  John A. Mellowes

John A. Mellowes

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  Robert J. O’Toole

Robert J. O’Toole

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  Robert A. Schaefer

Robert A. Schaefer

DIRECTOR’S POWER OF ATTORNEY

(Form S-8 for the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, Mark F. Furlong and Randall J. Erickson, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of:  (i) executing in his name and on his behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 2003 Executive Stock Option and Restricted Stock Plan and the Marshall & Ilsley Corporation Amended and Restated 1994 Long-Term Incentive Plan for Executives and any related amendments (including post-effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto.

Dated this 20th day of February, 2003.

/s/  John S. Shiely

John S. Shiely