Exhibit 24.1

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 6th day of May, 2005.

/s/ Richard A. Abdoo                                               

Richard A. Abdoo

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 9th day of May, 2005.

/s/ Andrew N. Baur                                                   

Andrew N. Baur

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 9th day of May, 2005.

/s/ Jon F. Chait                                                       

Jon F. Chait

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 9th day of May, 2005.

/s/ John W. Daniels, Jr.                                           

John W. Daniels, Jr.

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 9th day of May, 2005.

/s/ Bruce E. Jacobs                                                   

Bruce E. Jacobs

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 8th day of May, 2005.

/s/ Ted D. Kellner                                                  

Ted D. Kellner

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 9th day of May, 2005.

/s/ Dennis J. Kuester                                              

Dennis J. Kuester

DIRECTOR’S POWER OF ATTORNEY

 (Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley and Randall J. Erickson, with the power of substitution, as her true and lawful attorney-in-fact for the purpose of:  (i) executing in her name and on her behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (ii) generally doing all things in her name and on her behalf in her 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 her signature as it may be signed by the attorney-in-fact to the Form S-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 9th day of May, 2005.

/s/ Katharine C. Lyall                                               

Katharine C. Lyall

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 6th day of May, 2005.

/s/ John A. Mellowes                                                 

John A. Mellowes

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 10th day of May, 2005.

/s/ Edward L. Meyer, Jr.                                            

Edward L. Meyer, Jr.

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 12th day of May, 2005.

/s/ San W. Orr, Jr.                                                    

San W. Orr, Jr.

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 6th day of May, 2005.

/s/ Robert J. O’Toole                                                 

Robert J. O’Toole

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 9th day of May, 2005.

/s/ Peter M. Platten, III                                              

Peter M. Platten, III

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 8th day of May, 2005.

/s/ John S. Shiely                                                        

John S. Shiely

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 6th day of May, 2005.

/s/ James A. Urdan                                                

James A. Urdan

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley and Randall J. Erickson, with the power of substitution, as her true and lawful attorney-in-fact for the purpose of:  (i) executing in her name and on her behalf Marshall & Ilsley Corporation’s Registration Statement on Form S-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (ii) generally doing all things in her name and on her behalf in her 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 her signature as it may be signed by the attorney-in-fact to the Form S-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 9th day of May, 2005.

/s/ Debra S. Waller                                                     

Debra S. Waller

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 6th day of May, 2005.

/s/ George E. Wardeberg                                         

George E. Wardeberg

DIRECTOR’S POWER OF ATTORNEY

(Form S-4 Relating to the Proposed Acquisition of Med-i-Bank, Inc. by Metavante Corporation)

The undersigned director of Marshall & Ilsley Corporation designates each of Dennis J. Kuester, John M. Presley 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-4 relating to the proposed acquisition of Med-i-Bank, Inc. by Metavante Corporation and any related amendments (including post-effective amendments) and/or supplements to said Form S-4 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended); (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-4 and any related amendments (including post-effective amendments) and/or supplements thereto (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended).

Dated this 9th day of May, 2005.

/s/ James B. Wigdale                                                

James B. Wigdale