-----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, C6fzb0GOzeftR6iiyl6Oa7Nn1qJdWa2LinXTgu0weF012eRf6gExUdKLjGIQ+R4x R3mSD9j9ArLYSqHXlgfjoQ== 0000892712-97-000069.txt : 19971002 0000892712-97-000069.hdr.sgml : 19971002 ACCESSION NUMBER: 0000892712-97-000069 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971001 EFFECTIVENESS DATE: 19971001 SROS: NASD 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-8 SEC ACT: SEC FILE NUMBER: 333-36909 FILM NUMBER: 97689327 BUSINESS ADDRESS: STREET 1: 770 N WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147657801 MAIL ADDRESS: STREET 1: 770 NORTH WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 S-8 1 FORM S-8 Registration No. _____________ As filed with the Securities and Exchange Commission on October 1, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 MARSHALL & ILSLEY CORPORATION (Exact Name of Registrant as Specified in Charter) Wisconsin 39-0968604 (State of Incorporation) (I.R.S. Employer Identification No.) 770 North Water Street Milwaukee, Wisconsin 53202 (Address of Principal Executive Offices)(Zip Code) _______________ Marshall & Ilsley Corporation 1997 Executive Stock Option And Restricted Stock Plan Security Capital Corporation 1993 Incentive Stock Option Plan* M. A. Hatfield Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 (Name and address of agent for service) (414) 765-7801 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Amount to Proposed Proposed Amount of Securities be Registered Maximum Maximum Registration to be Offering Aggregate Fee (1) Registered Price Per Offering Unit(1) Price - ---------------------------------------------------------------------------- Common Stock, 5,601,825 N/A $261,073,344 $79,113.13 $1.00 par value (1) The registration fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act of 1933. With respect to the shares registered under the M&I Plan (5,000,000 shares), the registration fee is based on the average of the high and low price per share of Marshall & Ilsley Corporation common stock on September 26, 1997 on the Nasdaq National Market as reported in the Midwest Edition of The Wall Street Journal on September 29, 1997 ($50.75). With respect to the shares registered under the Security Capital Plan (601,825 shares), the registration fee is based on the aggregate exercise price for the shares underlying the outstanding options as of October 1, 1997 ($7,323,344). There will be no further grants under the Security Capital Plan. *The Security Capital Plan was assumed by Marshall & Ilsley Corporation as of October 1, 1997 in connection with the merger of Security Capital Corporation with and into Marshall & Ilsley Corporation. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents are incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. (b) The Registrant's Amendment No. 1 to Annual Report on Form 10-K/A dated June 3, 1997, for the year ended December 31, 1996. (c) The Registrant's Current Reports on Form 8-K dated January 8, 1997, March 17, 1997 and April 1, 1997. (d) The Registrant's Quarterly Report on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997. (e) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Item 6. Indemnification of Directors and Officers Section 180.0851 of the Wisconsin Business Corporation Law (the "WBCL") requires a corporation to indemnify a director or officer, to the extent such person is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding, if such person was a party to such proceeding because he or she was a director or officer of the corporation. In cases where a director or officer is not successful on the merits or otherwise in the defense of a proceeding, a corporation is required to indemnify a director or officer against liability incurred by the director or officer in a proceeding if such person was a party to such proceeding because he or she is a director or officer of the corporation unless it is determined that he or she breached or failed to perform a duty owed to the corporation and such breach or failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct. Section 180.0858 of the WBCL provides that subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under a corporation's articles of incorporation or by-laws, a written agreement between the director or officer and the corporation, or a resolution of the board of directors or the shareholders. Unless otherwise provided in the articles of incorporation or by-laws, or by written agreement between the director or officer and the corporation, an officer or director seeking indemnification is entitled to indemnification if approved in any of the following manners as specified in Section 180.0855 of the WBCL: (i) by majority vote of a disinterested quorum of the board of directors, or if such disinterested quorum cannot be obtained, by a majority vote of a committee of two or more disinterested directors; (ii) by independent legal counsel chosen by a quorum of disinterested directors or its committee (or if unable to obtain such a quorum or committee, by a majority vote of the full board of directors); (iii) by a panel of three arbitrators (one of which is chosen by a quorum of disinterested directors); (iv) by the vote of the shareholders; (v) by a court; or (vi) by any other method permitted in Section 180.0858 of the WBCL. Reasonable expenses incurred by a director or officer who is a party to a proceeding may be reimbursed by a corporation, pursuant to Section 180.0853 of the WBCL, at such time as the director or officer furnishes to the corporation written affirmation of his good faith that he has not breached or failed to perform his duties; and written confirmation to repay any amounts advanced if it is determined that indemnification by the corporation is not required. Section 180.0859 of the WBCL provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in connection with any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities. As permitted by Section 180.0858, the Registrant has adopted indemnification provisions in its by-laws which closely track the statutory indemnification provisions with certain exceptions. In particular, Section 7.1 of the Registrant's by-laws, among other items, provides that (i) an individual shall be indemnified unless it is proven by a final judicial adjudication that indemnification is prohibited and (ii) payment or reimbursement of expenses, subject to certain limitations, will be mandatory rather than permissive. The Registrant has purchased directors' and officers' liability insurance which insures the Registrant's officers and directors against certain liabilities which may arise under the Securities Act of 1933. Item 8. Exhibits 4.1 Marshall & Ilsley Corporation 1997 Executive Stock Option and Restricted Stock Plan. 4.2 Security Capital Corporation 1993 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.10 to Security Capital Corporation's Form S-1 Registration Statement declared effective on November 12, 1993). 5 Opinion of Godfrey & Kahn, S.C. regarding legality of the Common Stock being registered. 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. Item 9. Undertakings* The Registrant hereby undertakes: (a) (1) To file, during any period in which offers or sales are being made, a post- effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) (4) That, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. _________________ * Paragraphs correspond to Item 512 of Reg. S-K. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on October 1, 1997. MARSHALL & ILSLEY CORPORATION (Registrant) By: /s/ J.B. Wigdale ------------------------ J.B. Wigdale, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on the dates indicated. /s/ J.B. Wigdale Date: October 1, 1997 - ------------------------------------ J.B. Wigdale, Chairman of the Board and a Director (Chief Executive Officer) /s/ G.H. Gunnlaugsson Date: October 1, 1997 - ------------------------------------ G.H. Gunnlaugsson, Executive Vice President and a Director (Chief Financial Officer) /s/ P.R. Justiliano Date: October 1, 1997 - ------------------------------------ P.R. Justiliano, Senior Vice President and Corporate Controller (Principal Accounting Officer) Directors:Richard A. Abdoo, Oscar C. Boldt, Jon F. Chait, Glenn A. Francke, 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 and Gus A. Zuehlke. By: /s/ M.A. Hatfield Date: October 1, 1997 - -------------------------------- M.A. Hatfield, As Attorney-in-Fact* * Pursuant to authority granted by powers of attorney, copies of which are filed herewith. EXHIBIT INDEX Exhibits 4.1 Marshall & Ilsley Corporation 1997 Executive Stock Option and Restricted Stock Plan. 4.2 Security Capital Corporation 1993 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.10 to Security Capital Corporation's Form S-1 Registration Statement declared effective on November 12, 1993). 5 Opinion of Godfrey & Kahn, S.C. regarding legality of the Common Stock being registered. 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. EX-4.1 2 1997 EXEC. STOCK OPT. AND RESTRICTED STOCK PLAN MARSHALL & ILSLEY CORPORATION 1997 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN 1. Objectives. The Marshall & Ilsley Corporation 1997 Executive Stock Option and Restricted Stock Plan is designed to attract and retain certain selected officers and key employees whose skills and talents are important to the Company's operations, and reward them for making major contributions to the success of the Company. These objectives are accomplished by making awards under the Plan, thereby providing Participants with a proprietary interest in the growth and performance of the Company. 2. Definitions. (a) "Award" shall mean the grant of any form of stock option or stock award to a Plan Participant pursuant to such terms, conditions and limitations as the Board or Committee may establish in order to fulfill the objectives of the Plan. (b) "Award Agreement" shall mean an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to an Award. (c) "Board" shall mean the Board of Directors of Marshall & Ilsley Corporation. (d) "Cause" shall mean the discharge of an employee on account of fraud or embezzlement against the Company or serious and willful acts of misconduct which, in the reasonable judgment of the Committee, are detrimental to the business of the Company. (e) "Change in Control" shall mean any of the following: (a) the commencement by any person or group of persons, other than the Company, of a tender or exchange offer for twenty-five percent (25%) or more of the outstanding shares of the common stock of the Company; (b) the acceptance by the Board of Directors of the Company of, or the public recommendation by the Board that the stockholders of the Company accept, an offer from any person or group of persons, other than the Company or a Subsidiary, to acquire twenty-five percent (25%) or more of either the outstanding shares of the common stock of the Company or the consolidated assets of the Company; (c) the acquisition, by any person or group of persons, of the beneficial ownership or the right to acquire beneficial ownership of twenty-five percent (25%) or more of the outstanding shares of the common stock of the Company (the term "group" and "beneficial ownership" as used in this paragraph having the meanings assigned thereto in Section 13(d) of the 1934 Act and the regulations promulgated thereunder); or (d) the Company (or any subsidiary or subsidiaries in the aggregate representing at least 25% of the consolidated assets of the Company), shall have entered into an agreement with any person, or any person shall have filed a draft or final application or notice with the Board of Governors of the Federal Reserve System or the Office of the Comptroller of the Currency or any other federal or state regulatory agency for approval, to (i) merge or consolidate with, or enter into any similar transaction with, the Company or such subsidiary, in which the Company or subsidiary is not the survivor (ii) purchase, lease or otherwise acquire all or substantially all of the assets of the Company or such subsidiary or (iii) purchase or otherwise acquire (including by way of merger, consolidation, share exchange or any similar transaction) or otherwise hold or own, securities representing twenty-five percent (25%) or more of the voting power of the Company or such subsidiary. (f) "Common Stock" or "stock" shall mean the authorized and issued or unissued $1.00 par value common stock of the Company. (g) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. (h) "Committee" shall mean the Executive Compensation Committee of the Board of Directors of Marshall & Ilsley Corporation. The Committee shall be comprised of at least two non-employee directors all of whom are "disinterested" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 and "outside directors" within the meaning of Section 162(m) of the Code. (i) "Company" shall mean Marshall & Ilsley Corporation and its subsidiaries including subsidiaries of subsidiaries and partnerships and other business ventures in which Marshall & Ilsley Corporation has a significant equity interest, as determined in the sole discretion of the Committee. (j) "Fair Market Value" shall mean the closing sale price of Common Stock on the NASDAQ National Market System as reported in the Midwest Edition of the Wall Street Journal for the date of grant provided that, if no sales of Common Stock were made on said exchange on that dare, "Fair Market Value" shall mean the closing sale price of Common Stock as reported for the most recent preceding day on which sales of Common Stock were made on said exchange, or, failing any such sales, such other market price as the Board or the Committee may determine in conformity with pertinent law and regulations of the Treasury Department. (k) "Participant" shall mean an employee of the Company to whom an Award has been made under the Plan. (l) "Plan" shall mean the Marshall & Ilsley Corporation 1997 Executive Stock Option and Restricted Stock Plan. (m) "Retirement" shall mean the termination of a Participant's employment on or after age 65. 3. Eligibility. Employees of the Company eligible for an Award under the Plan are those who hold positions of responsibility and whose performance, in the judgment of the Board, the Committee or the management of the Company, can have a significant effect on the success of the Company. 4. Common Stock Available for Awards. The number of shares that may be issued under the Plan for Awards granted wholly or partly in stock during the term of the Plan is 5,000,000, subject to adjustment as provided in Section 14 hereof, provided that not more than 1,000,000 shares may be subject to incentive stock options. The Company shall take whatever actions are necessary to file required documents with the U.S. Securities and Exchange Commission and any other appropriate governmental authorities and stock exchanges to make shares of Common Stock available for issuance pursuant to Awards. Common Stock related to Awards that are forfeited, terminated or expire unexercised, shall immediately become available for Awards. No employee shall be eligible to receive Awards aggregating more than 1,000,000 shares of Common Stock reserved under the Plan during the term of the Plan, subject to adjustment as provided in Section 14 hereof. 5. Administration. The Plan shall be administered by the Committee, which shall have full and exclusive power to interpret the Plan, to determine which employees are Plan Participants, to grant waivers of Award restrictions, and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, all of which powers shall be executed in the best interests of the Company and in keeping with the objectives of the Plan. 6. Delegation of Authority. The Committee may delegate to the chief executive officer and to other senior officers of the Company its duties under the Plan pursuant to such conditions or limitations as the Committee may establish. 7. Awards. The Committee shall determine the type or types of Award(s) to be made to each Participant and shall set forth in the related Award Agreement the terms, conditions and limitations applicable to each Award including any vesting requirements. The type of Awards available under the Plan are those listed in this Section 7. In all events, upon the occurrence of a Change in Control, all Awards will become fully vested and immediately exercisable. (a) Stock Option. A grant of a right to purchase a specified number of shares of Common Stock the purchase price of which shall be not less than 100% of Fair Market Value on the date of grant, as determined by the Committee. A stock option may be in the form of a nonqualified stock option or an incentive stock option ("ISO"). An ISO, in addition to being subject to applicable terms, conditions and limitations established by the Committee, complies with Section 422 of the Code which, among other limitations, provides that the aggregate Fair Market Value (determined at the time the option is granted) of Common Stock for which ISOs are exercisable for the first time by a Participant during any calendar year shall not exceed $100,000; that ISOs shall be priced at not less than 100% of the Fair Market Value on the date of the grant (110% in the case of a Participant who is a 10% shareholder of the Company within the meaning of Section 422 of the Code); and that ISOs shall be exercisable for a period of not more than ten years (five years in the case of a Participant who is a 10% shareholder of the Company). (b) Restricted Stock Award. An Award of stock for such consideration as the Committee may specify may contain transferability or forfeiture provisions including a requirement of future services and such other restrictions and conditions as may be established by the Committee and set forth in the Award Agreement. 8. Deferred Payment of Awards. The Committee may permit selected Participants to elect to defer payments of some or all types of Awards in accordance with procedures established by the Committee which are intended to permit such deferrals to comply with applicable requirements of the Code including, at the choice of Participants, the capability to make further deferrals for payment after retirement. Dividends or dividend equivalent rights may be extended to and made part of any Award denominated in stock or units of stock, subject to such terms, conditions and restrictions as the Committee may establish. The Committee may also establish rules and procedures for the crediting of dividend equivalents for deferred payments denominated in stock or units of stock. 9. Stock Option Exercise. The price at which shares of Common Stock may be purchased under a Stock Option shall be paid in full at the time of the exercise in cash or by means of tendering Common Stock, either directly or by attestation, valued at Fair Market Value on the date of exercise, or any combination thereof. 10. Tax Withholding. The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of shares under the Plan, an appropriate number of shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Company may defer making delivery with respect to Common Stock obtained pursuant to an Award hereunder until arrangements satisfactory to it have been made with respect to any such withholding obligation. If Common Stock is used to satisfy tax withholding, such stock shall be valued based on the Fair Market Value when the tax withholding is required to be made. 11. Amendment, Modification, Suspension or Discontinuance of the Plan. The Board may terminate the Plan or make such modifications or amendments thereto as it shall deem advisable in order to conform to any law or regulation applicable thereto; provided, however, that the Board may not, unless otherwise permitted under applicable law, without further approval of the shareholders of the Company, adopt any amendment to the Plan which would cause the Plan to no longer comply with Section 162(m) of the Code, or any successor provision or other regulatory requirements. No such termination, modification or amendment of the Plan may, without the consent of a Participant, adversely affect the rights of such Participant under an outstanding Award then held by the Participant. 12. Termination of Employment. If the employment of a Participant terminates, other than pursuant to paragraphs (a) through (c) of this Section 12, all unexercised, deferred and unpaid Awards shall terminate 90 days after such termination of employment or service, unless the Award Agreement provides otherwise, and during such 90-day period shall be exercisable only to the extent provided in the Award Agreement. Notwithstanding the foregoing, if a Participant's employment is terminated for Cause, to the extent the Award is not effectively exercised or has not vested prior to such termination, it shall lapse or be forfeited to the Company immediately upon termination In all events, an Award will not be exercisable after the end of its term as set forth in the Award Agreement. (a) Retirement. When a Participant's employment terminates as a result of Retirement, or early retirement with the consent of the Committee, the Committee (in the form of an Award Agreement or otherwise) may permit Awards to continue in effect beyond the date of Retirement, or early retirement, and the exercisability and vesting of any Award may be accelerated. (b) Resignation In the Best Interests of the Company. When a Participant resigns from the Company and, in the judgment of the chief executive officer or other senior officer designated by the Committee, the acceleration and/or continuation of outstanding Awards would be in the best interests of the Company, the Committee may (i) authorize, where appropriate, the acceleration and/or continuation of all or any part of Awards granted prior to such termination and (ii) permit the exercise, vesting and payment of such Awards for such period as may be set forth in the applicable Award Agreement. (c) Death or Disability of a Participant. (i) In the event of a Participant's death, the Participant's estate or beneficiaries shall have a period specified in the Award Agreement within which to receive or exercise any outstanding Award held by the Participant under such terms, and to the extent, as may be specified in the applicable Award Agreement. Rights to any such outstanding Awards shall pass by will or the laws of descent and distribution in the following order: (a) to beneficiaries so designated by the Participant; if none, then (b) to a legal representative of the Participant; if none, then (c) to the persons entitled thereto as determined by a court of competent jurisdiction. Subject to subparagraph (iii) below, Awards so passing shall be exercised or paid out at such times and in such manner as if the Participant were living. (ii) In the event a Participant is deemed by the Company to be disabled within the meaning of Section 22(e)(3) of the Code, the Award shall be exercisable for the period, and to the extent, specified in the Award Agreement. Awards and rights to any such Awards may be paid to or exercised by the Participant, if legally competent, or a legally designated guardian or representative if the Participant is legally incompetent by virtue of such disability. (iii) After the death or disability of a Participant, the Committee may in its sole discretion at any time (1) terminate restrictions in Award Agreements; (2) accelerate any or all installments and rights; and (3) instruct the Company to pay the total of any accelerated payments in a lump sum to the Participant, the Participant's estate, beneficiaries or representative, notwithstanding that, in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under the Awards might ultimately have become payable to other beneficiaries. (iv) In the event of uncertainty as to interpretation of or controversies concerning this paragraph (c) of Section 12, the Committee's determinations shall be binding and conclusive. (d) No Employment Rights. The Plan shall not confer upon any Participant any right with respect to continuation of employment by the Company, nor shall it interfere in any way with the right of the Company to terminate any Participant's employment at any time. 13. Nonassignability. Except as provided in subsection (c) of Section 12 and this Section 13, no Award or any other benefit under the Plan shall be assignable or transferable, or payable to or exercisable by anyone other than the Participant to whom it was granted. Notwithstanding the foregoing, the Committee (in the form of an Award Agreement or otherwise) may permit Awards to be transferred to members of the Participant's immediate family, to trusts for the benefit of the Participant and/or such immediate family members, and to partnerships or other entities in which the Participant and/or such immediate family members own all the equity interests. For purposes of the preceding sentence, "immediate family" shall mean a Participant's spouse, issue and spouses of his issue. 14. Adjustments. In the event of any change in the outstanding Common Stock of the Company by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Committee may adjust proportionally (a) the number of shares of Common Stock (i) reserved under the Plan, (ii) available for ISOs, (iii) for which Awards may be granted to an individual Participant, and (iv) covered by outstanding Awards denominated in stock, (b) the stock prices related to outstanding Awaits; and (c) the appropriate Fair Market Value and other price determinations for such Awards. In the event of any other change affecting the Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments as may be deemed equitable by the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized to issue or assume Stock Options, whether or not in a transaction to which Section 424(a) of the Code applies, by means of substitution of new Stock Options for previously issued Stock Options or an assumption of previously issued Stock Options. 15. Notice. Any notice to the Company required by any of the provisions of the Plan shall be addressed to the director of human resources or to the chief executive officer of the Company in writing, and shall become effective when it is received by the office of either of them. 16. Unfunded Plan. The Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to Common Stock under the Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any Common Stock, nor shall the Plan be construed as providing for such segregation, nor shall the Company nor the Board nor the Committee be deemed to be a trustee of any Common Stock to be granted under the Plan. Any liability of the Company to any Participant with respect to a grant of Common Stock or rights thereto under the Plan shall be based solely upon any contractual obligations that may be created by the Plan and any Award Agreement; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by the Plan. 17. Governing Law. The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Wisconsin and construed accordingly. 18. Effective and Termination Dates. The effective date of the Plan is February 13, 1997. The Plan shall terminate on February 12, 2007 subject to earlier termination by the Board pursuant to Section 11, after which no Awards may be made under the Plan, but any such termination shall not affect Awards then outstanding o the authority of the Committee to continue to administer the Plan. 19. Other Benefit and Compensation Programs. Payments and other benefits received by a Participant pursuant to an Award shall not be deemed a part of such Participant's regular, recurring compensation for purposes of the termination or severance plans of the Company and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement, unless the Committee expressly determines otherwise. EX-5 3 OPINION OF GODFREY & KAHN GODFREY & KAHN, S.C. ATTORNEYS AT LAW 780 North Water Street Milwaukee, Wisconsin 53202 Phone: (414) 273-3500 Fax: (414) 273-5198 October 1, 1997 Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offer and sale by you of up to 5,601,825 shares of common stock, $1.00 par value, (the "Shares"), in the manner set forth in the Registration Statement. We have examined: (a) the Registration Statement, (b) the Company's Restated Articles of Incorporation, and By-Laws, as amended to date, (c) certain resolutions of the Company's Board of Directors, and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. Based on the foregoing, we are of the opinion that the Shares, when sold as contemplated in the Registration Statement, will be duly authorized and validly issued, fully paid and nonassessable except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or any successor provision, which provides that shareholders of a corporation organized under Chapter 180 of the Wisconsin Statutes may be assessed up to the par value of their shares to satisfy the obligations of such corporation to its employees for services rendered, but not exceeding six months service in the case of any individual employee; certain Wisconsin courts have interpreted "par value" to mean the full amount paid by the purchaser of shares upon the issuance thereof. We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, however, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act of 1933, as amended, or within the category of persons whose consent is required by Section 7 of said Act. Very truly yours, /s/ Godfrey & Kahn, S.C. GODFREY & KAHN, S.C. RH:ica EX-23.1 4 CONSENT OF ARTHUR ANDERSEN CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement to register common stock of Marshall & Ilsley Corporation (related to the Marshall & Ilsley Corporation 1997 Executive Stock Option and Restricted Stock and the Security Capital Corporation 1993 Incentive Stock Option Plans) of our report dated January 31, 1997, included in Marshall & Ilsley Corporation's Form 10-K and Form 10-K/A for the year ended December 31, 1996, and to all references to our Firm included in such Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Milwaukee, Wisconsin, September 30, 1997. EX-24 5 DIRECTORS POWER OF ATTORNEY DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ Richard A. Abdoo ------------------------- Richard A. Abdoo DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ Oscar C. Boldt ---------------------- Oscar C. Boldt DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ Jon F. Chait --------------------- Jon F. Chait DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ Glenn A. Francke ------------------------ Glenn A. Francke DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ G. H. Gunnlaugsson -------------------------- G.H. Gunnlaugsson DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ Burleigh E. Jacobs -------------------------- Burleigh E. Jacobs DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 14th day of February, 1997. /s/ Jack F. Kellner ----------------------- Jack F. Kellner DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ D. J. Kuester ----------------------- D.J. Kuester DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 14th day of February, 1997. /s/ Edward L. Meyer, Jr. ---------------------------- Edward L. Meyer, Jr. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ Don R. O'Hare ------------------------ Don R. O'Hare DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ San W. Orr, Jr. ------------------------ San W. Orr, Jr. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ Peter M. Platten, III ---------------------------- Peter M. Platten, III DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ Stuart W. Tisdale ----------------------- Stuart W. Tisdale DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ J. B. Wigdale ---------------------- J.B. Wigdale DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ James O. Wright ------------------------ James O. Wright DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the 1997 Stock Incentive Plan) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Marshall & Ilsley Corporation 1997 Stock Incentive Plan and any related amendments and/or supplements; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments and/or supplements. Dated this 13th day of February, 1997. /s/ Gus A. Zuehlke ---------------------- Gus A. Zuehlke DIRECTOR'S POWER OF ATTORNEY Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 8th day of April, 1997. /s/ Richard A. Abdoo ----------------------- Richard A. Abdoo DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 31st day of March, 1997. /s/ Oscar C. Boldt ---------------------- Oscar C. Boldt DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 31st day of March, 1997. /s/ Jon F. Chait -------------------- Jon F. Chait DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 31st day of March, 1997. /s/ Glenn A. Francke ----------------------- Glenn A. Francke DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 27th day of March, 1997. /s/ G.H. Gunnlaugsson ------------------------ G.H. Gunnlaugsson DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 31st day of March, 1997. /s/ Burleigh E. Jacobs ------------------------- Burleigh E. Jacobs DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 7th day of April, 1997. /s/ Jack F. Kellner ------------------------ Jack F. Kellner DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 31st day of March, 1997. /s/ D.J. Kuester --------------------- D.J. Kuester DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 31st day of March, 1997. /s/ Edward L. Meyer, Jr. --------------------------- Edward L. Meyer, Jr. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 2nd day of April, 1997. /s/ Don R. O'Hare ------------------------- Don R. O'Hare DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of April, 1997. /s/ San W. Orr, Jr. ----------------------- San W. Orr, Jr. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 31st day of March, 1997. /s/ Peter M. Platten, III -------------------------- Peter M. Platten, III DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 31st day of March, 1997. /s/ Stuart W. Tisdale ------------------------ Stuart W. Tisdale DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 31st day of March, 1997. /s/ J.B. Wigdale -------------------- J.B. Wigdale DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 4th day of April, 1997. /s/ James O. Wright ------------------------ James O. Wright DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Security Capital Corporation Option Plans) The undersigned director of Marshall & Ilsley Corporation designates each of J.B. Wigdale and M.A. Hatfield, with the power of substitution, as his true and lawful attorney-in-fact for the purpose of (i) executing his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Security Capital Corporation Option Plans and any related amendments (including post- effective amendments) and/or supplements to said Form S-8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 11th day of April, 1997. /s/ Gus A. Zuehlke ---------------------- Gus A. 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