-----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, Evsr5AE+5yF2gs5RxkLdJ6xzhOctrqqLDfYJpKqNJ8uskg3EME/bjXxtdr6EUB3K T1L9eAxk+yXVpw7vwAstgQ== 0000892712-98-000050.txt : 19980403 0000892712-98-000050.hdr.sgml : 19980403 ACCESSION NUMBER: 0000892712-98-000050 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980402 EFFECTIVENESS DATE: 19980402 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: 333-49195 FILM NUMBER: 98586100 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. 333- As filed with the Securities and Exchange Commission on April 2, 1998 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 Amended and Restated 1994 Long-Term Incentive Plan for Executives Marshall & Ilsley Corporation Amended and Restated Directors Deferred Compensation Plan* Advantage Bancorp, Inc. Stock Option Plans** _______________ 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, 1,350,402 N/A $67,323,108 $20,400.94 $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 Plans (1,100,000 shares), the registration fee is based on the average of the high and low price per share of Marshall & Ilsley Corporation common stock on March 27, 1998 on the Nasdaq National Market as reported in the Midwest Edition of The Wall Street Journal on March 30, 1998 ($58.375). With respect to the shares registered under the Advantage Bancorp Plans (250,402 shares), the registration fee is based on the aggregate exercise price for the shares underlying the outstanding options as of April 1, 1998 ($3,110,608). There will be no further grants under the Advantage Bancorp Plans. - --------------------------- *In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests in the Directors Deferred Compensation Plan described herein. **The Advantage Bancorp Plans were assumed by Marshall & Ilsley Corporation as of April 1, 1998 in connection with the merger of Advantage Bancorp, Inc. 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, 1997. (b) 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 Amended and Restated 1994 Long-Term Incentive Plan for Executives (incorporated herein by reference to Exhibit 10(jj) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997). 4.2 Marshall & Ilsley Corporation Amended and Restated Directors Deferred Compensation Plan (incorporated herein by reference to Registrant's Proxy Statement for the 1998 Annual Meeting of Shareholders). 4.3 Advantage Bancorp, Inc. 1991 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 4.1 to Advantage Bancorp's Form S-8 Registration Statement filed on December 30, 1993). 4.4 Advantage Bancorp, Inc. 1995 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to Advantage Bancorp's Annual Report on Form 10-K for fiscal year ended September 30, 1994). 4.5 Advantage Bancorp, Inc. 1996 Non-Employee Director Stock Option Plan (incorporated by reference to Exhibit 4.1 to Advantage Bancorp's Form S-8 Registration Statement filed on May 3, 1996). 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 April 1, 1998. 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: April 1, 1998 - ---------------------- J.B. Wigdale, Chairman of the Board and a Director (Chief Executive Officer) /s/ P.R. Justiliano Date: April 1, 1998 - ---------------------- P.R. Justiliano, Senior Vice President and Corporate Controller (Principal Accounting Officer) Directors: Richard A. Abdoo, Oscar C. Boldt, J.P. Bolduc, Wendell F. Bueche, Jon F. Chait, Glenn A. Francke, G.H. Gunnlaugsson (also Chief Financial Officer), Burleigh E. Jacobs, Jack F. Kellner, James F. Kress, Edward L. Meyer, Jr., Don R. O'Hare, Peter M. Platten, III, J.A. Puelicher, Stuart W. Tisdale, J.B. Wigdale, James O. Wright and Gus A. Zuehlke. By: /s/ M.A. Hatfield Date: April 1, 1998 - -------------------------- 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 Amended and Restated 1994 Long-Term Incentive Plan for Executives (incorporated herein by reference to Exhibit 10(jj) of Registrant's Annual Report on Form 10-K for fiscal year ended December 31, 1997). 4.2 Marshall & Ilsley Corporation Amended and Restated Directors Deferred Compensation Plan (incorporated herein by reference to Registrant's Proxy Statement for the 1998 Annual Meeting of Shareholders). 4.3 Advantage Bancorp, Inc. 1991 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 4.1 to Advantage Bancorp's Form S-8 Registration Statement filed on December 30, 1993). 4.4 Advantage Bancorp, Inc. 1995 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to Advantage Bancorp's Annual Report on Form 10-K for fiscal year ended September 30, 1994). 4.5 Advantage Bancorp, Inc. 1996 Non-Employee Director Stock Option Plan (incorporated by reference to Exhibit 4.1 to Advantage Bancorp's Form S-8 Registration Statement filed on May 3, 1996). 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-5 2 OPINION OF GODFREY & KAHN EXHIBIT 5 GODFREY & KAHN, S.C. ATTORNEYS AT LAW 780 North Water Street Milwaukee, Wisconsin 53202 Phone: (414) 273-3500 Fax: (414) 273-5198 April 1, 1998 Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offer and sale by you of up to 1,350,402 shares of common stock, $1.00 par value, (the "Shares"), in the manner set forth in the Registration Statement. Such Shares may be either newly issued shares, treasury shares or shares acquired in market transactions. 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 any Shares originally issued by the Company and 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 3 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 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 Amended and Restated 1994 Long- Term Incentive Plan for Executives, the Marshall & Ilsley Corporation Amended and Restated Directors Deferred Compensation Plan and the Advantage Bancorp, Inc. 1991 Stock Option and Incentive Plan) of our report dated January 30, 1998, included in Marshall & Ilsley Corporation's Form 10-K for the year ended December 31, 1997, and to all references to our Firm included in such Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Milwaukee, Wisconsin, April 1, 1998 EX-24 4 DIRECTOR'S POWER OF ATTORNEY EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ Richard A.Abdoo ------------------------------- Richard A. Abdoo DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Richard A. Abdoo ---------------------------- Richard A. Abdoo DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ Oscar C. Boldt -------------------------- Oscar C. Boldt DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Oscar C. Boldt ---------------------------- Oscar C. Boldt DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ J.P. Bolduc ----------------------- J.P. Bolduc DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ J.P. Bolduc -------------------- J.P. Bolduc DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ Wendell F. Bueche ------------------------- Wendell F. Bueche DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Wendell F. Bueche ------------------------ Wendell F. Bueche DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 12th day of February, 1998. /s/ Jon F. Chait --------------------- Jon F. Chait DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 Amended and Restated Directors Deferred Compensation Plan 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 12th day of February, 1998. /s/ Jon F. Chait ----------------------- Jon F. Chait DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 28th day of October, 1997. /s/ Jon F. Chait --------------------------- Jon F. Chait DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ Glenn A. Francke --------------------------- Glenn A. Francke DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Glenn A. Francke --------------------------- Glenn A. Francke DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th of February, 1998. /s/ G.H. Gunnlaugsson ---------------------------- G.H. Gunnlaugsson DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ G.H. Gunnlaugsson -------------------------- G.H. Gunnlaugsson DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ Burleigh E. Jacobs ---------------------------- Burleigh E. Jacobs DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Burleigh E. Jacobs ----------------------------- Burleigh E. Jacobs DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ Jack F. Kellner -------------------------- Jack F. Kellner DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Jack F. Kellner ------------------------- Jack F. Kellner DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 20th day of February, 1998. /s/ James F. Kress ------------------------- James F. Kress DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 24th day of October, 1997. /s/ James F. Kress ---------------------- James F. Kress DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 27th day of February, 1998. /s/ Edward L. Meyer, Jr. ----------------------------- Edward L. Meyer, Jr. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 Amended and Restated Directors Deferred Compensation Plan 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 12th day of February, 1998. /s/ Edward L. Meyer, Jr. ----------------------------- Edward L. Meyer, Jr. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Edward L. Meyer, Jr. --------------------------- Edward L. Meyer, Jr. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ Don R. O'Hare ------------------------- Don R. O'Hare DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Don R. O'Hare ----------------------- Don R. O'Hare DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ Peter M. Platten, III ---------------------------- Peter M. Platten, III DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Peter M. Platten, III ---------------------------- Peter M. Platten, III DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 16th day of February, 1998. /s/ J.A. Puelicher -------------------------- J.A. Puelicher DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 Amended and Restated Directors Deferred Compensation Plan 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 12th day of February, 1998. /s/ J.A. Puelicher -------------------------- J.A. Puelicher DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ J.A. Puelicher ------------------------ J.A. Puelicher DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ Stuart W. Tisdale -------------------------- Stuart W. Tisdale DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Stuart W. Tisdale --------------------------- Stuart W. Tisdale DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ J.B. Wigdale ---------------------- J.B. Wigdale DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ J.B. Wigdale ------------------------- J.B. Wigdale DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Directors Deferred Compensation Plan 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. DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. The following signature is applicable to both of the foregoing Powers of Attorney and may be filed with the Securities and Exchange Commission in typed form separately with each Power of Attorney. Dated this 12th day of February, 1998. /s/ James O. Wright -------------------------- James O. Wright DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ James O. Wright ----------------------- James O. Wright DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives) 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 Amended and Restated Marshall & Ilsley Corporation 1994 Long-Term Incentive Plan for Executives and any related amendments (including post- effective amendments) and/or supplements to said Form S- 8; (ii) generally doing all things in his name and on his behalf in his capacity as a director to enable Marshall & Ilsley Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission; and (iii) ratifying and confirming his signature as it may be signed by the attorney-in-fact to the Form S-8 and any related amendments (including post-effective amendments) and/or supplements thereto. Dated this 19th day of February, 1998. /s/ Gus A. Zuehlke ---------------------- Gus A. Zuehlke DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Amended and Restated Directors Deferred Compensation 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 Amended and Restated Directors Deferred Compensation Plan 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 February, 1998. /s/ Gus A. Zuehlke ----------------------- Gus A. Zuehlke DIRECTOR'S POWER OF ATTORNEY (Form S-8 for the Advantage Bancorp, Inc. 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 in his name and on his behalf Marshall & Ilsley Corporation's Registration Statement on Form S-8 relating to the Advantage Bancorp, Inc. 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 October, 1997. /s/ Gus A. Zuehlke ----------------------- Gus A. Zuehlke -----END PRIVACY-ENHANCED MESSAGE-----