-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PB6yhNpcJkMGuxYld9+t9v1MMUJmrW7YOh+lItHVdUm7EMhwPkqVqxTrnDoJnQIR 09n5B7GTVenheSEMYic7lg== 0000892712-95-000028.txt : 19951121 0000892712-95-000028.hdr.sgml : 19951121 ACCESSION NUMBER: 0000892712-95-000028 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951117 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARSHALL & ILSLEY CORP/WI/ CENTRAL INDEX KEY: 0000062741 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 390968604 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64425 FILM NUMBER: 95594778 BUSINESS ADDRESS: STREET 1: 770 N WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147657801 S-3 1 As filed with the Securities and Exchange Commission on November 17, 1995. Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Marshall & Ilsley Corporation (Exact name of registrant as specified in its charter) Wisconsin 39-0968604 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 770 North Water Street Milwaukee, Wisconsin 53202 (414) 765-7801 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Copies to: M.A. Hatfield Randall J. Erickson Marshall & Ilsley Corporation Godfrey & Kahn, S.C. 770 North Water Street 780 North Water Street Milwaukee, Wisconsin 53202 Milwaukee, Wisconsin 53202 (Name, address, including zip code, (414) 273-3500 of agent for service) Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE ============================================================================ Title of Proposed Proposed each class maximum maximum of securities Amount offering offering Amount of to be to be price per price per registration registered registered unit (1) unit (1) fee ____________________________________________________________________________ Debt $250,000,000 100% $250,000,000 $50,000 Securities (1) Estimated solely for purposes of calculating the registration fee. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PROSPECTUS Marshall & Ilsley Corporation [Logo] Debt Securities ____________________ Marshall & Ilsley Corporation (the "Corporation") from time to time may offer and sell debt securities (the "Debt Securities") in an aggregate principal amount or having aggregate proceeds of up to $250,000,000 (or the equivalent thereof in foreign denominated currencies or units of composite foreign currencies such as European Currency Units) on terms to be determined at the time of the offering. The Debt Securities may consist of senior debentures, notes, bonds and/or other evidences of indebtedness (the "Senior Securities") and subordinated debentures, notes, bonds and/or other evidences of indebtedness (the "Subordinated Securities"). The prospectus supplement the "Prospectus Supplement") accompanying this Prospectus sets forth with respect to the Debt Securities being offered (the "Offered Securities") the specific designation, aggregate principal amount and currency, denomination, maturity, interest rate (which may be fixed or variable), initial public offering price, maturity, time of payment of any interest, any terms for redemption at the option of the Corporation or the holder, any terms for sinking fund payments, any listing on a securities exchange and other terms in connection with the offering and sale of such Offered Securities. The Corporation may sell Debt Securities to or through underwriters or dealers, and also may sell Debt Securities directly to other purchasers or through agents. The Prospectus Supplement sets forth the names of the underwriters or agents involved in the sale of the Offered Securities in respect of which this Prospectus is being delivered, the principal amounts, if any, to be purchased by the underwriters or agents and the compensation, if any, of such underwriters or agents and any applicable commissions or discounts. The net proceeds to the Corporation from such sale are also set out in the Prospectus Supplement. ____________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM- MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ____________________ THE OFFERED SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. ____________________ This Prospectus may not be used to consummate sales of Debt Securities unless accompanied by a Prospectus Supplement. ____________________ Unless otherwise indicated, currency amounts in this Prospectus and any Prospectus Supplement hereto are stated in United States dollars ("$", "dollars" or "U.S. $"). ____________________ The date of this Prospectus is ______________, 1995. AVAILABLE INFORMATION The Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional Offices in New York, Seven World Trade Center, New York, New York 10048, and Chicago, Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies of such material can be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Additional information regarding the Corporation and the Debt Securities offered hereby is contained in the Registration Statement and the exhibits relating thereto in respect of the Securities (the "Registration Statement"), filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). The Corporation will send all registered holders of the Debt Securities such Annual and Quarterly Reports as are sent to its shareholders. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Corporation with the Commission are hereby incorporated by reference in this Prospectus: (1) The Corporation's Annual Report on Form 10-K for the year ended December 31, 1994; and (2) The Corporation's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1995. All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the termination of the offering of the Debt Securities shall be deemed to be incorporated by reference in this Prospectus and shall be deemed a part hereof from the date of filing of such documents. Any statement contained herein, in the Prospectus Supplement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement and this Prospectus to the extent that a statement contained herein, in the Prospectus Supplement or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement or this Prospectus. The Corporation will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein, except for certain exhibits to such documents. Written requests should be sent to: Secretary, Marshall & Ilsley Corporation, 770 North Water Street, Milwaukee, Wisconsin 53202. Telephone requests may be directed to the Corporation's Secretary at (414) 765-7801. THE CORPORATION Marshall & Ilsley Corporation ("M&I" or the "Corporation") is a Wisconsin corporation incorporated in 1959, a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and a registered savings and loan holding company under the Home Owners' Loan Act of 1933, as amended. M&I's principal assets are the stock of its subsidiaries and the assets of its M&I Data Services Division. As of September 30, 1995, M&I owned substantially all the capital stock of 31 operating banks and one savings association with a total of 236 offices in Wisconsin and 12 offices in Arizona. M&I also owns all of the stock of a number of companies engaged in businesses that the Federal Reserve Board (the "Board") has determined to be closely-related to banking, including the businesses of investment management, trust, equipment leasing, mortgage banking, venture capital, brokerage services and financial advisory services. As a bank and savings and loan holding company, M&I provides financial and managerial assistance and services to its subsidiaries. At September 30, 1995, M&I had consolidated total assets of approximately $13 billion and consolidated total deposits of approximately $9.8 billion. Based on consolidated assets as of December 31, 1994, M&I was the second largest bank holding company headquartered in the State of Wisconsin. On May 31, 1994, Valley Bancorporation merged into M&I in a transaction accounted for on a pooling of interests basis. Financial data for periods prior to May 31, 1994 has been restated to reflect the merger with Valley Bancorporation. On February 1, 1995, M&I acquired the Bank of Burlington, Burlington, Wisconsin, which had total assets of approximately $179.9 million at February 1, 1995. In July 1995, M&I acquired Citizens Bancorp of Delavan, Inc. and Sharon State Bank which at the date of acquisition had combined total assets of approximately $122 million. The executive offices of M&I are located at 770 North Water Street, Milwaukee, Wisconsin 53202 (telephone number: (414) 765-7801). BUSINESS OF M&I M&I and its subsidiaries engage principally in one line of business, that of providing financial services to a wide variety of corporate, institutional, government and individual customers. Activities in which M&I and its subsidiaries are presently engaged or may undertake in the future are subject to certain statutory and regulatory restrictions. At September 30, 1995, M&I owned directly or indirectly all or substantially all of the capital stock of 30 operating commercial banks and one savings association in Wisconsin, one commercial bank in Phoenix, Arizona, and all of the capital stock of subsidiaries engaged in the following non-banking businesses approved by the Board for bank holding companies: personal property lease financing; investment management and advisory activities; commercial mortgage banking; residential mortgage banking; venture capital and financial advisory services; trust services to residents of Wisconsin, Arizona and Florida; and brokerage services. In addition, M&I provides banking, financial and economic data processing services and software sales through its M&I Data Services Division. The data processing business was previously conducted in a subsidiary which was merged into M&I effective January 1, 1995. BANKING AND BANK-RELATED SUBSIDIARIES At September 30, 1995, M&I's 32 operating bank and savings association subsidiaries ("M&I bank subsidiaries") were located in communities throughout the State of Wisconsin and the Phoenix, Arizona metropolitan area. The M&I bank subsidiaries provide a full range of banking services to individuals, corporations and local governments in each of the areas they serve. M&I's largest bank subsidiary is M&I Marshall & Ilsley Bank ("M&I Bank"), which was founded in 1847. Based on consolidated assets of approximately $3.8 billion as of September 30, 1995, M&I Bank was the third largest bank and the largest state-chartered bank in the State of Wisconsin. M&I Bank maintains its headquarters in the City of Milwaukee and operated 38 additional branches and divisions in Milwaukee and in surrounding suburban communities as of September 30, 1995, as well as a branch in the Cayman Islands. Banking services provided by M&I Bank and other M&I bank subsidiaries include retail, international and corporate banking, investment, and trust activities. In addition, M&I Bank engages in correspondent banking services. Data Services The M&I Data Services Division of the Corporation ("M&I Data Services") is a major supplier of data processing services and software to the banking, financial, and related industries. M&I Data Services presently serves over 500 financial institutions in 40 states and the District of Columbia. In addition to data processing services, M&I Data Services develops a comprehensive line of financial services software products. M&I Data Services also sells software to foreign institutions and currently has customers in Canada, Great Britain, India, Indonesia, Italy, Malaysia, Switzerland, and Thailand. M&I Data Services' processing systems for financial institutions encompass five major processing functions: Deposits, Loans, Financial Accounting, Customer Information, and Trust Accounting. In 1994, M&I Data Services signed a long-term data processing contract with its first utility customer, Wisconsin Electric Power Company ("WEPCO"). By using a number of current banking software products which share common requirements with the utility industry, M&I Data Services will provide data processing and banking-related services to WEPCO. Investment Management and Trust Services M&I Investment Management Corp., a subsidiary of M&I, located in Milwaukee, Wisconsin, offers a full range of asset management services to the M&I trust company subsidiaries and to other corporate, institutional and individual customers, including the Marshall Funds, an open-end investment company consisting of twelve portfolios. As of September 30, 1995, M&I Investment Management Corp. had $6.7 billion in assets under management. Marshall and Ilsley Trust Company, a subsidiary of M&I ("M&I Trust"), provides a full range of trust services to individual, not-for-profit and corporate customers. The Personal Trust Administrative Group provides trust, estate and agency services for individuals. The Employee Benefits Administrative Group administers pension, profit sharing and other forms of employee benefit plans, including a Keogh Plan for self-employed individuals. In addition to trust services provided by its Milwaukee office, M&I Trust operates nine trust service offices located in M&I subsidiary banks in Beloit, Madison, Racine, Stevens Point, Appleton, Green Bay, Janesville, Burlington and Wausau, Wisconsin, and another office in Brookfield, Wisconsin (not a trust service office). M&I also provides trust and investment counseling services through two out-of-state subsidiaries. M&I Marshall and Ilsley Trust Company of Arizona ("M&I Trust Arizona") was organized in 1976, with a primary emphasis on providing trust and investment counseling services to the growing number of Wisconsin natives retired in the Southwest. M&I Trust Arizona has offices in Phoenix, Scottsdale and in Sun City serving residents of those areas. The Marshall and Ilsley Trust Company of Florida, located in Naples, was organized in 1984 to provide trust and investment counseling services to residents of the area, including Wisconsin natives who have retired in Florida. As of September 30, 1995, the market value of assets held in trust by M&I's three trust companies totalled $26.0 billion. Equipment Leasing M&I's subsidiary, M&I First National Leasing Corp. ("FNL"), acting as owner and lessor, leases a variety of equipment and machinery, including industrial machinery, computers, hospital and nursing home equipment and construction equipment to both large and small businesses. FNL has its headquarters in Milwaukee, Wisconsin and has offices in numerous other states. In 1994, approximately 30% of its business comes from Wisconsin and 70% from other states. At September 30, 1995, FNL held net lease and installment receivables of approximately $254 million. FNL's competitors include other independent leasing companies, banks and other institutions, some of which have larger volume businesses and substantially greater resources. Mortgage Banking M&I has two subsidiaries engaged in mortgage banking, one providing commercial financing and the other providing residential financing. M&I Mortgage Corp. ("M&I Mortgage"), located in Milwaukee, Wisconsin, originates and purchases long-term mortgages on one-to-four family owner- occupied residences for sale in the secondary market. At September 30, 1995, M&I Mortgage had a mortgage servicing portfolio of approximately $3.3 billion. M&I Mortgage serves homeowners throughout the State of Wisconsin and offers financing alternatives beyond those offered through traditional banking institutions. M&I Mortgage also assists M&I bank subsidiaries in originating, selling and servicing residential mortgage loans. Richter-Schroeder Company ("RSC"), located in Milwaukee, Wisconsin, originates long-term commercial real estate loans for institutional investors such as large life insurance companies. RSC services the mortgages for the purchasing investor. RSC is one of the few mortgage banking firms in Wisconsin that specializes in income property financing, seeking investment opportunities for mortgage lenders in the retail, industrial and office sectors. RSC is one of the largest income property mortgage banking firms in Wisconsin, servicing a portfolio of approximately $229 million for investors at September 30, 1995. Venture Capital and Financial Advisory Services M&I Capital Markets Group, Inc. ("Capital Markets"), a subsidiary of M&I, located in Milwaukee, Wisconsin, provides venture capital and financial advisory services to a variety of customers, primarily in Southeastern Wisconsin and surrounding areas. Capital Markets seeks to invest in businesses that have talented management and technological advantages in their particular field. Capital Markets also provides a broad range of financial advisory and strategic planning services, including assistance in connection with the private placement of securities, raising of funds for expansion, leveraged buy-outs, divestitures and mergers and acquisitions. A subsidiary company of Capital Markets, M&I Ventures Corporation, is licensed as a small business investment company. Brokerage Services M&I Brokerage Services, Inc. ("M&I Brokerage"), a subsidiary of M&I Capital Markets Group, Inc., located in Milwaukee, Wisconsin, provides brokerage and other investment related services to a variety of retail and commercial customers. As a broker-dealer firm registered with the National Association of Securities Dealers and the Securities Exchange Commission, M&I Brokerage serves as an introducing broker-dealer. Customer accounts and securities are carried on a "fully disclosed" basis with the Pershing division of Donaldson, Lufkin and Jenrette. USE OF PROCEEDS The net proceeds received by the Corporation from the sale of the Debt Securities will be added to the general funds of the Corporation and may be used for general corporate purposes, including, without limitation, reduction of indebtedness (including the refinancing of the Corporation's outstanding commercial paper), investments in or advances to subsidiaries, possible future acquisitions of bank and non-bank subsidiaries, and funding the repurchase of shares of its Common Stock. The Corporation may, from time to time, engage in additional financings, which may include the issuance of debt securities or other securities otherwise than pursuant to this Prospectus. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio of earnings to fixed charges for the Corporation for the periods indicated:
Nine Months Ended Ratio of Earnings to September 30 Years Ended December 31 Fixed Charges: 1995 1994 1994 1993 1992 1991 1990 Excluding Interest on Deposits 3.61x 2.72x 3.18x 6.52x 5.57x 3.80x 2.68x Including Interest on Deposits 1.67x 1.38x 1.50x 1.83x 1.60x 1.36x 1.26x The ratio of earnings to fixed charges has been computed by dividing earnings before income taxes and fixed charges by fixed charges. Fixed charges, excluding interest on deposits, consists of interest on indebtedness and one-third of rental expense (which is deemed representative of the interest factor). Fixed charges, including interest on deposits, consist of both the foregoing items plus interest on deposits. DESCRIPTION OF DEBT SECURITIES The following description of the terms of the Debt Securities sets forth certain general terms and provisions of the indentures under which the Debt Securities are to be issued. The particular terms of each issue of Offered Securities, as well as any modifications or additions to such general terms that may apply in the case of such Offered Securities, will be described in the Prospectus Supplement relating to such Offered Securities. Accordingly, for a description of the terms of a particular issue of Offered Securities, reference must be made to both the Prospectus Supplement relating thereto and to the following description. The Senior Securities are to be issued under an Indenture between the Corporation and Chemical Bank (successor to Manufacturers Hanover Trust Company), as Trustee (the "Trustee"), dated as of November 15, 1985, as supplemented by a First Supplemental Indenture dated as of May 31, 1990, and a Second Supplemental Indenture dated as of July 15, 1993 (as so supplemented, the "Senior Indenture"). The Subordinated Securities are to be issued under an Indenture (the "Subordinated Indenture") between the Corporation and the Trustee dated as of July 15, 1993. Copies of the Senior Indenture and the Subordinated Indenture (being sometimes referred to herein collectively as the "Indentures" and individually as an "Indenture") have been filed as exhibits to the Registration Statement. The Corporation derives substantially all of its income from its M&I Data Services Division and from investments in, advances to and service fees from its subsidiaries. Dividends and interest from bank subsidiaries are a major source of income. Dividend payments from subsidiaries are determined on an individual basis, generally in relation to the earnings, capital position, and in the case of a subsidiary bank, the asset and deposit growth of such subsidiary. M&I increases the capital of its banking subsidiaries primarily through the retention of earnings and, if necessary, the purchase of securities by M&I, rather than through direct capital financing by the subsidiary banks. In 1994, M&I established a $1 billion bank note program pursuant to which subsidiary banks may issue debt securities directly in order to fund their operations. At September 30, 1995, subsidiary banks had outstanding an aggregate of approximately $439 million in principal amount of bank notes under the program. The Corporation is a legal entity separate and distinct from its subsidiaries. Accordingly, the right of the Corporation, and thus the right of the Corporation's creditors (including Holders of the Corporation's Debt Securities) and shareholders, to participate in any distribution of the assets or income of any subsidiary is necessarily subject to the prior claims of creditors of the subsidiary, except to the extent that claims of the Corporation itself as a creditor may be recognized. Payment of dividends to the Corporation by subsidiary banks is subject to various state and federal regulatory limitations. In general, under Wisconsin banking law, the board of directors of a state chartered subsidiary bank may declare and pay a dividend from so much of the bank's undivided profits as the board shall deem expedient, provided the payment of such dividend does not in any way impair or diminish the bank's capital, or reduce the capital level below minimum required levels set by regulatory agencies. Under federal law, which applies to national banks and state banks which are members of the Federal Reserve System, regulatory approval is required for the payment of dividends by any bank in any calendar year in excess of such bank's net income for that year combined with the retained net income of the two preceding years, plus any required transfers to surplus. At December 31, 1994, under applicable federal and state regulations, the Corporation's subsidiaries (including bank and non-bank subsidiaries) would have been permitted to pay dividends to the Corporation of approximately $259 million without prior regulatory approval. The federal and state bank regulatory authorities also have authority to prohibit banks and bank holding companies from paying dividends which would constitute an unsafe or unsound banking practice. The Federal Reserve Board and the Comptroller of the Currency have indicated that it would generally be an unsafe and unsound banking practice for banks to pay dividends except out of current operating earnings. Dividends paid to the Corporation from bank subsidiaries in 1994 totaled $94.8 million. The following summary of certain provisions of the Indentures do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the respective Indentures, including the definitions therein of certain terms. Whenever particular provisions or defined terms in the applicable Indenture or Indentures are referred to herein, such provisions or defined terms are incorporated by reference herein. Section references used herein are references to the applicable Indenture or Indentures and certain defined terms in the Indenture or Indentures are capitalized herein. General Neither Indenture limits the aggregate principal amount of the Debt Securities which may be issued thereunder or of any particular series of Offered Securities which may be issued thereunder and each Indenture provides that Debt Securities may be issued thereunder from time to time in one or more series. Neither Indenture limits the amount of other indebtedness or securities which may be issued by the Corporation. The Senior Securities will be unsecured and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Corporation. The Subordinated Securities will be unsecured and will be subordinate and junior in right of payment to the prior payment in full of the Senior Indebtedness of the Corporation. Reference is made to the Prospectus Supplement relating to the Offered Securities offered thereby for the following terms thereof: (1) the title of the Offered Securities; (2) any limit on the aggregate principal amount of the Offered Securities; (3) the initial offering price or prices (expressed as a percentage of the aggregate principal amount thereof) at which the Offered Securities will be sold; (4) the date or dates on which the principal (and premium, if any) of the Offered Securities will be payable; (5) the rate or rates (which may be fixed or variable), or the method by which such rate or rates shall be determined, at which the Offered Securities will bear interest, if any, and the date from which such interest, if any, will accrue; (6) the date or dates on which such interest, if any, will be payable and the Regular Record Dates for such Interest Payment Dates; (7) the obligation, if any, of the Corporation to redeem or purchase the Offered Securities pursuant to any sinking fund or analogous provisions or at the option of a Holder, and the periods within, the prices at, and the terms and conditions upon which the Offered Securities shall be redeemed or purchased; (8) the date or dates, if any, after which, and the price or prices at which the Offered Securities may, pursuant to any optional redemption provisions, be redeemed at the option of the Corporation or of the holder thereof and other detailed terms and provisions of any such optional redemption; (9) if other than the principal amount thereof, the portion of the principal amount of the Offered Securities which shall be payable upon declaration of acceleration or at the maturity thereof; (10) the currency or currencies in which the Offered Securities are denominated, which may be in United States dollars, or foreign currency or units of two or more foreign currencies; (11) whether the Offered Securities will be issued in the form of a Global Security, the terms, if any, for exchange of a Global Security for individual Debt Securities and the name of the Depositary for such Global Security; and (12) any other terms of the Offered Securities not inconsistent with the provisions of the respective Indentures. Unless otherwise indicated in the Prospectus Supplement relating thereto, principal of (and premium, if any) and interest on the Offered Securities will be payable, and the Offered Securities will be exchangeable and transfers thereof will be registerable, at the principal corporate trust office of the Trustee; provided, however, that, at the option of the Corporation, payment of any interest may be made by check mailed to the address of the Person entitled thereto as it appears in the Security Register. (Sections 301, 305 and 1002) Unless otherwise indicated in the Prospectus Supplement relating thereto, the Offered Securities will be issued only in fully registered form without coupons in denominations of $1,000 or any integral multiple thereof, and no service charge will be made for any transfer or exchange of such Offered Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. (Sections 302 and 305) Securities may be issued under the Indentures as Original Issue Discount Securities to be offered and sold at a substantial discount from the principal amount thereof. Special federal income tax, accounting and other considerations applicable thereto will be set out in any applicable Prospectus Supplement relating to any such Original Issue Discount Securities. Subordination of Subordinated Securities The Subordinated Securities will be subordinate and junior in right of payment, to the extent set forth in the Subordinated Indenture, to all Senior Indebtedness (as defined below) of the Corporation. In the event that the Corporation shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness of the Corporation when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest on the indebtedness evidenced by the Subordinated Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Subordinated Securities. In the event of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Corporation, its creditors, or its property, (b) any proceeding for the liquidation, dissolution or other winding-up of the Corporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation for the benefit of creditors or (d) any other marshalling of the assets of the Corporation, all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution under the Subordinated Securities, whether in cash, securities or other property, shall be made to any Holder of any of the Subordinated Securities on account thereof. In such event, any payment or distribution under the Subordinated Securities, whether in cash, securities or other property (other than securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions with respect to the Subordinated Securities, to the payment of all Senior Indebtedness at the time outstanding, and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for such subordination provisions) be payable or deliverable in respect of the Subordinated Securities, shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. If any payment or distribution under the Subordinated Securities, of any character whether in cash, securities or other property (other than securities of the A Constituent Bank is a Subsidiary which is a Bank. A Principal Constituent Bank is a Constituent Bank the consolidated assets of which constitute 10% or more of the total assets of all Constituent Banks. At the date of this Prospectus, M&I Bank was the only Principal Constituent Bank. The Senior Indenture does not restrict the sale or other disposition of a Subsidiary which is not a Bank. Liens. The Senior Indenture contains a covenant prohibiting the Corporation from creating or permitting any liens upon any shares of Capital Stock of any Constituent Bank to secure any indebtedness without securing all Senior Securities then outstanding under the Senior Indenture equally and ratably with all indebtedness secured thereby. (Section 1007 of the Senior Indenture) Acquisitions. The Senior Indenture contains a covenant prohibiting the Corporation from acquiring Capital Stock of any corporation or acquiring substantially all of the assets and liabilities of any corporation, unless, immediately after such acquisition, the Corporation would be in full compliance with the Senior Indenture. (Section 1008 of the Senior Indenture) The Subordinated Indenture does not contain any of the foregoing covenants applicable to the Senior Securities. The Corporation is not restricted by the Indentures from incurring, assuming or becoming liable for any type of debt or other obligations, from creating liens on its property (other than, in the case of the Senior Indenture, liens upon shares of any Constituent Bank as described above) for any purposes or from paying dividends or making distributions on its capital stock or purchasing or redeeming its capital stock. The Indentures do not require the maintenance of any financial ratios or specified levels of net worth or liquidity. The Indentures do not contain any provision which would require the Corporation to repurchase or redeem or otherwise modify the terms of any of its Debt Securities upon a change in control or other events involving the Corporation which may adversely affect the creditworthiness of the Debt Securities. In addition, the Indentures do not contain any provisions which would provide protection to Holders of Debt Securities against a sudden and dramatic decline in credit quality resulting from takeovers, recapitalizations, or similar restructurings. Certain Regulatory Matters Affecting Subordinated Securities On August 28, 1992, the Board of Governors of the Federal Reserve System issued an interpretation, effective September 4, 1992, with respect to the circumstances under which mandatory convertible debt and subordinated debt issued by bank holding companies will be eligible for inclusion as supplementary or "Tier 2" capital for regulatory capital purposes (the "Interpretation"). The Interpretation provides that mandatory convertible debt and subordinated debt issued after September 4, 1992 will not be included in Tier 2 capital for purposes of calculating an institution's capital ratios if, among other things, the payment of the principal amount of such debt securities can be accelerated upon the occurrence of certain events not involving the bankruptcy of the issuer or such debt securities are subject to certain other covenants. The Subordinated Securities are intended to qualify as Tier 2 capital under the Interpretation. Events of Default Senior Securities. The following are Events of Default under the Senior Indenture with respect to any series of Senior Securities issued under the Senior Indenture: (a) failure to pay principal of or any premium on any Senior Security of that series when due; (b) failure to pay any interest on any Senior Security of that series when due, continued for 30 days; (c) failure to deposit any sinking fund payment, when due, in respect of any Senior Security of that series; (d) failure to perform any other covenant of the Corporation in the Senior Indenture (other than a covenant included in the Senior Indenture solely for the benefit of a series of Senior Securities other than that series), continued for 90 days after written notice as provided in the Senior Indenture; (e) certain events of bankruptcy, insolvency or reorganization; and (f) any other Event of Default provided with respect to Senior Securities of that series. (Section 501 of the Senior Indenture) If an Event of Default with respect to Senior Securities of any series occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount of all the Senior Securities of that series to be due and payable immediately. At any time after a declaration of acceleration with respect to Senior Securities of any series has been made, but before a judgment or decree based on acceleration has been obtained, the Holders of a majority in aggregate principal amount of Outstanding Securities of that series may, under certain circumstances, rescind and annul such acceleration. (Section 502 of the Senior Indenture) The Senior Indenture provides that, subject to the duty of the Trustee during default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Senior Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable indemnity. (Section 603 of the Senior Indenture) The Senior Indenture provides that the Holders of a majority in aggregate principal amount of the Outstanding Senior Securities of any series will have the right to direct the time, method and place of conducting any proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Senior Securities of that series; provided that the Trustee may decline to act if such direction is contrary to law or the Senior Indenture, would unduly prejudice the rights of other Holders or would involve the Trustee in personal liability. (Section 512 of the Senior Indenture) No Holder of any Senior Security of any series will have any right to institute any proceeding with respect to the Senior Indenture or for any remedy thereunder, unless (a) such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Senior Securities of that series, (b) the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Securities of that series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, and (c) the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Senior Securities of that series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. (Section 507 of the Senior Indenture) However, the Holder of any Senior Security will have an absolute right to receive payment of the principal of (and premium, if any) and interest on such Senior Security on the due dates expressed in such Senior Security and to institute suit for the enforcement of any such payment. (Section 508 of the Senior Indenture) The Corporation is required to furnish to the Trustee annually a statement as to the performance by the Corporation of certain of its obligations under the Senior Indenture and as to any default in such performance. (Section 1009 of the Senior Indenture) Subordinated Securities. The Subordinated Indenture defines an Event of Default with respect to Subordinated Securities of any series as certain events of bankruptcy, insolvency or reorganization of the Corporation. (Section 501 of the Subordinated Indenture) If an Event of Default with respect to Subordinated Securities of any series at the time Outstanding occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Subordinated Securities of that series may declare the principal amount of all the Subordinated Securities of that series to be due and payable immediately. The foregoing provision would be subject as to enforcement to the broad equity powers of a federal bankruptcy court and to the determination by that court of the nature of the rights of the Holders of the Subordinated Securities of such series. At any time after a declaration of acceleration with respect to Subordinated Securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of Outstanding Subordinated Securities of that series may, under certain circumstances, rescind and annul such acceleration. (Section 502 of the Subordinated Indenture) The Subordinated Indenture defines a Default with respect to Subordinated Securities of any series as the following: (a) failure to pay principal of or any premium on any of the Subordinated Securities of that series at its Maturity; (b) failure to pay any interest on any Subordinated Securities of that series when due, continued for 30 days; (c) default in the performance, or breach, of any covenant or warranty of the Corporation in the Subordinated Indenture (other than a covenant or warranty included in the Subordinated Indenture solely for the benefit of a series of Subordinated Securities other than that series), continued for 90 days after written notice as provided in the Subordinated Indenture and (d) any Event of Default. (Section 503 of the Subordinated Indenture) The Subordinated Indenture does not provide for any right of acceleration of the payment of principal of the Subordinated Securities of any series upon a Default that is not also an Event of Default as defined in the Subordinated Indenture. In the event of any such Default (including a Default in payment of principal (and premium, if any) and interest, if any, at the Stated Maturity of the Subordinated Securities of such series), the Subordinated Indenture provides that the Corporation will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Subordinated Securities of such series, the whole amount then due and payable on the Subordinated Securities of such series for principal (and premium, if any) and interest, if any. The Subordinated Indenture provides that if the Company fails to pay such amount forthwith upon such demand, the Trustee may, among other things, institute a judicial proceeding for the collection thereof. (Section 503 of the Subordinated Indenture) The limitation on the right of acceleration described above is intended to permit the Subordinated Securities to qualify as supplementary or "Tier 2" capital of the Corporation under the Interpretation. The Subordinated Indenture provides that, subject to the duty of the Trustee during the default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Subordinated Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity. (Section 603 of the Subordinated Indenture) The Subordinated Indenture provides that the Holders of a majority in aggregate principal amount of the Outstanding Subordinated Securities of any series will have the right to direct the time, method and place of conducting any proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Subordinated Securities of such series; provided that the Trustee may decline to act if such direction is contrary to law or the Subordinated Indenture, would unduly prejudice the rights of other Holders or would involve the Trustee in personal liability. (Section 512 of the Subordinated Indenture) No Holder of any Subordinated Security of any series will have any right to institute any proceeding with respect to the Subordinated Indenture or for any remedy thereunder, unless (a) such Holder shall have previously given to the Trustee written notice of a continuing Default with respect to the Subordinated Securities of that series, (b) the Holders of at least 25% in aggregate principal amount of the Outstanding Subordinated Securities of that series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee and (c) the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Subordinated Securities of that series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. (Section 507 of the Subordinated Indenture) However, the Holder of any Subordinated Security will have an absolute right to receive payment of the principal of (and premium, if any) and interest on such Subordinated Security on the due dates expressed in such Subordinated Security and to institute suit for the enforcement of any such payment. (Section 508 of the Subordinated Indenture) The Corporation is required to furnish to the Trustee annually a statement as to the performance by the Corporation of certain of its obligations under the Subordinated Indenture and as to any default in such performance. (Section 1006 of the Subordinated Indenture) Modification and Waiver Modifications to and amendments of each Indenture may be made by the Corporation and the Trustee with the consent of the Holders of 66 2/3% in aggregate principal amount of the Outstanding Securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each Outstanding Security affected thereby, (a) change the Stated Maturity of the principal of or any installment of principal or interest on, any Debt Security, (b) reduce the principal amount of, or any premium or interest on, any Debt Security, (c) change the place or currency of payment of principal of, or any premium or interest on, any Debt Security, (d) impair the right to institute suit for the enforcement of any payment on or with respect to any Debt Security, or (e) reduce the percentage in principal amount of Outstanding Securities of any series, the consent of whose Holders is required for modification or amendment of the respective Indenture or for waiver of compliance with certain provisions of the respective Indenture or for waiver of certain defaults. (Section 902) The Holders of at least 50% in aggregate principal amount of the Outstanding Securities of each series may, on behalf of all Holders of Securities of that series, waive, insofar as that series is concerned, compliance by the Corporation with certain restrictive provisions of each Indenture including those provisions of the Senior Indenture described above under "Covenants." (Section 1010 of the Senior Indenture; Section 1007 of the Subordinated Indenture) The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series may, on behalf of all Holders of Securities of that series, waive any past default under each Indenture with respect to Securities of that series, except a default in the payment of principal of, or any premium or interest on, any Security or a default in respect of a covenant or provision which under the Indentures cannot be modified or amended without the consent of the Holder of each Outstanding Security of the series affected. (Section 513) Consolidation, Merger and Sale of Assets The Corporation may consolidate with or merge into, or transfer its assets substantially as an entirety to, any corporation organized under the laws of any domestic (or, in the case of the Subordinated Securities, any domestic or foreign) jurisdiction, provided that the successor corporation assumes the Corporation's obligations on the Debt Securities and under the Indentures, that after giving effect to the transaction no Event of Default (or, in the case of the Subordinated Indenture, no Default), and no event which, after notice or lapse of time, would become an Event of Default (or Default), shall have occurred and be continuing, and that certain other conditions are met. (Section 801) Regarding the Trustee The Corporation maintains banking relations with the Trustee and the Trustee currently serves as the trustee for the Corporation's Medium-Term Series B Notes and Series C Notes. In addition, certain of the Constituent Banks maintain deposit accounts and correspondent banking relations with the Trustee. Since Debt Securities issued under the Subordinated Indenture do not rank equally with Debt Securities issued under the Senior Indenture, upon a default under one of the Indentures, the Trustee would have a conflicting interest (as defined in Section 310(b) of the Trust Indenture Act of 1939, as amended) if Debt Securities were outstanding under the other Indenture, and the Trustee may be required to eliminate such conflicting interest or resign as Trustee of one of the Indentures, effective upon the appointment of a successor Trustee and such successor's acceptance of such appointment. (Sections 608 and 610) PLAN OF DISTRIBUTION The Corporation may sell Debt Securities to or through underwriters or dealers, and also may sell Debt Securities directly to one or more other purchasers or through agents. The distribution of the Debt Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sale of Debt Securities, underwriters may receive compensation from the Corporation or from purchasers of Debt Securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell Debt Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of Debt Securities may be deemed to be underwriters, and any discounts or commissions received by them from the Corporation and any profit on the resale of Debt Securities by them may be deemed to be underwriting discounts and commissions, under the Securities Act. Any such underwriter or agent will be identified, and any such compensation received from the Corporation will be described, in the Prospectus Supplement. In the event that the Offered Securities are not listed on a national securities exchange, certain broker-dealers may make a market in Offered Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any broker-dealer will make a market in the Offered Securities or as to the liquidity of the trading market for the Offered Securities, whether or not the Offered Securities are listed on a national securities exchange. The Prospectus Supplement with respect to the Offered Securities will state, if known, whether or not any broker-dealer intends to make a market in such Offered Securities. If no such determination has been made, the Prospectus Supplement will so state. Underwriters and agents who participate in the distribution of Debt Securities may be entitled under agreements which may be entered into by the Corporation to indemnification by the Corporation against certain liabilities, including liabilities under the Securities Act or to contribution with respect to payments which the underwriters or agents may be required to make in respect thereof. Such underwriters and agents may be customers of, engage in transactions with, or perform services for, the Corporation in the ordinary course of business. If so indicated in the Prospectus Supplement, the Corporation may authorize underwriters or other persons acting as the Corporation's agents to solicit offers by certain institutions to purchase Offered Securities from the Corporation pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by the Corporation. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the Offered Securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. LEGAL MATTERS The validity of the Debt Securities offered hereby is being passed upon for the Corporation by Godfrey & Kahn, S.C., 780 North Water Street, Milwaukee, Wisconsin 53202. EXPERTS The consolidated financial statements of the Corporation for the year ended December 31, 1994 incorporated into this Prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, which are incorporated herein by reference, and is included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. No person has been authorized to give any information or to make any representations other than those contained in this Prospectus Supple- ment or the Prospectus and, if given or made, such information or $_______________ representations must not be relied upon as having been authorized. This Prospectus Supplement and the Marshall & Ilsley Prospectus do not constitute an Corporation offer to buy any securities other than the securities described in this Prospectus Supplement or any offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Prospectus Supplement or the Prospectus nor any sale made ____________________ hereunder or thereunder shall, under any circumstances, create any implication that the information [LOGO] contained herein or therein is correct as of any time subsequent to ____________________ the date of such information. ____________________ Table of Contents Page Prospectus Supplement Prospectus Available Information . . . . Incorporation of Certain Documents by Reference . . . . . . . . . The Corporation . . . . . . . Use of Proceeds . . . . . . . Ratio of Earnings to Fixed Charges . . . . . . . Description of Debt Securities Plan of Distribution . . . . Legal Matters . . . . . . . . Experts . . . . . . . . . . . PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuances and Distribution. Securities and Exchange Commission registration fee . . . . . . $ 50,000 Printing, engraving and postage expenses . . . . . . . . . . . 35,000 Legal fees and expenses . . . . . . . . . . . . . . . . . . . . 130,000 Accounting fees and expenses . . . . . . . . . . . . . . . . . 75,000 Blue Sky fees and expenses (including legal fees and disbursements) 10,000 Rating agency fees . . . . . . . . . . . . . . . . . . . . . . 75,000 Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . 15,000 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $390,000 ____________ All of such items except the registration fee are estimated. All of such expenses will be borne by the Corporation. Item 15. Indemnification of Directors and Officers. Section 180.0851 of the Wisconsin Business Corporation Law (the "WBCL") requires the 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 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 the articles of incorporation or bylaws of the Corporation, 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 Corporation's articles of incorporation or bylaws, 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 the 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 a 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 Corporation 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 Corporation's By-Laws, among other items, provides (i) that 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 Corporation has purchased directors' and officers' liability insurance which has coverage limits of $40 million per occurrence and insures the Corporation's officers and directors against certain liabilities which may arise under the Securities Act of 1933. Item 16. Exhibits. 1.1 Form of Distribution Agreement* 1.2 Form of Underwriting Agreement* 4.1 Indenture between the Corporation and Manufacturers Hanover Trust Company (predecessor to Chemical Bank) (the "Trustee") dated as of November 15, 1985 (the "Senior Indenture") (Incorporated by reference to the Corporation's Registration Statement on Form S-3 (Registration No. 33-21377)) 4.2 First Supplemental Indenture to the Senior Indenture between the Corporation and the Trustee dated as of May 31, 1990 (Incorporated by reference to the Corporation's Current Report on Form 8-K dated May 31, 1990 (SEC File No. 0-1220)) 4.3 Second Supplemental Indenture to the Senior Indenture between the Corporation and the Trustee dated as of July 15, 1993, incorporated by reference to the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (SEC File No. 0- 1220) 4.4 Indenture between the Corporation and the Trustee dated as of July 15, 1993 relating to the Subordinated Securities ("Subordinated Indenture"), incorporated by reference to the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (SEC File No. 0-1220) 4.5 Form of Senior Note (Included in Exhibit 4.1 at pages 12 through 19) 4.6. Form of Subordinated Note (Included in Exhibit 4.4 at pages 13 through 21) 5 Opinion of Godfrey & Kahn, S.C., as to the legality of the Debt Securities being registered. 12 Statement re: Computation of Ratios of Earnings to Fixed Charges 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Godfrey & Kahn, S.C. (Included in Exhibit 5) 24 Powers of Attorney for Directors of the Registrant * To be filed by Amendment. Item 17. Undertakings. 1. The undersigned 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase and decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) 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; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2 That, for the purposes of determining any liability under the Securities Act of 1933, 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. 2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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 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 Act and will be governed by the financial 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-3 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 November 17, 1995. MARSHALL & ILSLEY CORPORATION (Registrant) By: /s/ J.B. Wigdale J. B. Wigdale, Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: /s/J.B. Wigdale Date: November 17, 1995 J. B. Wigdale, Chairman of the Board and a Director (Principal Executive Officer) s/G.H. Gunnlaugsson Date: November 17, 1995 G. H. Gunnlaugsson, Executive Vice President and a Director (Principal Financial Officer) /s/P.R. Justiliano Date: November 17, 1995 P. R. Justiliano, Senior Vice President and Corporate Controller (Chief Accounting Officer) Directors: Richard A. Abdoo, Oscar C. Boldt, J.P. Bolduc, Wendell F. Bueche, Jon F. Chait, G.H. Gunnlaugsson, Burleigh E. Jacobs, Jack F. Kellner, D.J. Kuester, Edward L. Meyer, Jr., Don R. O'Hare, San W. Orr, Jr., Peter M. Platten, III, Stuart W. Tisdale, J.B. Wigdale, James O. Wright, Gus A. Zuelke By: /s/M.A. Hatfield Date: November 17, 1995 M. A. Hatfield As Attorney-in-Fact* *Pursuant to authority granted by powers of attorney, copies of which are filed herewith. Exhibit Index 1.1 Form of Distribution Agreement* 1.2 Form of Underwriting Agreement* 4.1 Indenture between the Corporation and Manufacturers Hanover Trust Company (predecessor to Chemical Bank) (the "Trustee") dated as of November 15, 1985 (the "Senior Indenture") (Incorporated by reference to the Corporation's Registration Statement on Form S-3 (Registration No. 33-21377)) 4.2 First Supplemental Indenture to the Senior Indenture between the Corporation and the Trustee dated as of May 31, 1990 (Incorporated by reference to the Corporation's Current Report on Form 8-K dated May 31, 1990 (SEC File No. 0-1220)) 4.3 Second Supplemental Indenture to the Senior Indenture between the Corporation and the Trustee dated as of July 15, 1993, incorporated by reference to the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (SEC File No. 0- 1220) 4.4 Indenture between the Corporation and the Trustee dated as of July 15, 1993 relating to the Subordinated Securities ("Subordinated Indenture"), incorporated by reference to the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (SEC File No. 0-1220) 4.5 Form of Senior Note (Included in Exhibit 4.1 at pages 12 through 19) 4.6. Form of Subordinated Note (Included in Exhibit 4.4 at pages 13 through 21) 5 Opinion of Godfrey & Kahn, S.C., as to the legality of the Debt Securities being registered. 12 Statement re: Computation of Ratios of Earnings to Fixed Charges 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Godfrey & Kahn, S.C. (Included in Exhibit 5) 24 Powers of Attorney for Directors of the Registrant * To be filed by Amendment.
EX-5 2 Exhibit 5 November 17, 1995 Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 Re: Marshall & Ilsley Corporation Registration Statement on Form S-3 Gentlemen: We have acted as counsel for Marshall & Ilsley Corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-3 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of an offering of a maximum of $250,000,000 aggregate principal amount of the Company's Debt Securities (the "Securities") to be issued pursuant to (i) an Indenture between the Corporation and Manufacturers Hanover Trust Company (now called Chemical Bank) (the "Trustee") dated as of November 15, 1985 (the "Senior Indenture"), as amended by the First Supplemental Indenture dated as of May 31, 1990 (the "First Supplemental Indenture") and a Second Supplemental Indenture dated as of July 15, 1993 (the "Second Supplemental Indenture"), and (ii) an Indenture between the Company and Chemical Bank dated as of July 15, 1993 (the "Subordinated Indenture," which together with the Senior Indenture, as amended by the First Supplemental Indenture and the Second Supplemental Indenture, are collectively referred to herein as the "Indentures"). We have examined: (a) the Senior Indenture, as amended by the First Supplemental Indenture, and the Second Supplemental Indenture, and the Subordinated Indenture, (b) the Registration Statement, (c) the Company's Amended and Restated Articles of Incorporation and By-Laws, as amended, (d) certain resolutions of the Company's Board of Directors, and (e) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that: 1) The Company has been incorporated and is validly existing as a corporation under the laws of the State of Wisconsin; and (2) When the Securities have been duly executed, authenticated and delivered in accordance with the terms of the Indentures against full payment therefore as provided therein, the Securities will have been legally issued and the Indentures will be binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as enforceability may be limited by general principles of equity and by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally. 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. EX-12 3 MARSHALL & ILSLEY CORPORATION Exhibit 12 Computation of Ratio of Earnings to Fixed Charges ($ in thousands) 9 Months Ended September 30, Years Ended December 31, -------------------------------------------------------------------------- Earnings: 1995 1994 1994 1993 1992 1991 1990 -------- -------- -------- -------- -------- -------- -------- Earnings before income taxes, extraordinary items and cumulative effect of changes in accounting principles $219,876 $91,713 $167,803 $264,584 $231,792 $186,738 $143,192 Fixed charges, excluding interest on deposits 84,127 53,175 77,074 47,905 50,687 66,641 85,234 ---------- ----------- ----------- --------- ---------- ---------- ---------- Earnings including fixed charges but excluding interest on deposits 304,003 144,888 244,877 312,489 282,479 253,379 228,426 Interest on deposits 243,043 188,602 255,861 272,100 334,443 448,757 466,537 ----------- ----------- ---------- --------- ---------- ---------- ---------- Earnings including fixed charges and interest on deposits $547,046 $333,490 $500,738 $584,589 $616,922 $702,136 $694,963 ========== ========== =========== ========= ========== ========== ========== Fixed Charges: Interest Expense: Short-term borrowings $38,842 $27,972 $39,681 $18,010 $17,606 $32,065 $56,849 Long-term borrowings 40,066 19,998 30,537 23,088 26,439 27,770 22,524 One-third of rental expense for all operating leases (the amount deemed representative of the interest factor) 5,219 5,205 6,856 6,807 6,642 6,806 5,861 ------------ ---------- --------- --------- ---------- ---------- ---------- Fixed charges excluding interest on deposits 84,127 53,175 77,074 47,905 50,687 66,641 85,234 Interest on deposits 243,043 188,602 255,861 272,100 334,443 448,757 466,537 ------------ ---------- --------- --------- ---------- ---------- ---------- Fixed charges including interest on deposits $327,170 $241,777 $332,935 $320,005 $385,130 $515,398 $551,771 =========== ========== ========== ========= ========== ========== ========== Ratio of Earnings to Fixed Charges: Excluding interest on deposits 3.61 x 2.72 x 3.18 x 6.52 x 5.57 x 3.80 x 2.68 x Including interest on deposits 1.67 x 1.38 x 1.50 x 1.83 x 1.60 x 1.36 x 1.26 x
EX-23.1 4 Exhibit 23.1 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 27, 1995 included in Marshall & Ilsley Corporation's Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin November 17, 1995 EX-24 5 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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /s/ Richard A. Abdoo ___________________________________ Richard A. Abdoo 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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /s/ Oscar C. Boldt ___________________________________ Oscar C. Boldt 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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /s/ Jon F. Chait ___________________________________ Jon 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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /s/ D.J. Kuester ___________________________________ D.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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /s/ Edward L. Meyer, Jr. ___________________________________ Edward L. Meyer, Jr. 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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /s/ San W. Orr, Jr. ___________________________________ San W. Orr, Jr. 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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /s/ Peter M. Platten, III ___________________________________ Peter M. Platten, III 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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 15th day of February, 1995. /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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /s/ J.B. Wigdale ___________________________________ J.B. Wigdale 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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /s/ James O. Wright ___________________________________ James O. Wright 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-3 of Marshall & Ilsley Corporation relating to the issuance of debt securities, and any and all amendments (including post-effective amendments) and/or supplements to said Form S-3, 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, the Securities Exchange Act of 1934, 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-3 and any and all amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1995. /s/ Gus A. Zuehlke ___________________________________ Gus A. Zuehlke -----END PRIVACY-ENHANCED MESSAGE-----