<PAGE>
                                                           Exhibit 3(a)

                 AMENDMENT TO ARTICLES OF INCORPORATION
                 --------------------------------------
                                   OF
                                   --
                     MARSHALL & ILSLEY CORPORATION
                     -----------------------------

       Pursuant to the resolution adopted by the Board of Directors of
Marshall & Ilsley Corporation (the "Company") on February 15, 2007 and
the approval by the shareholders of the Company at the Company's Annual
Meeting of Shareholders on April 24, 2007, and in accordance with
Section 180.1003 of the Wisconsin Statutes, the Company's Restated
Articles of Incorporation are hereby amended by deleting Article VI
thereof and inserting in its place the following:


                              ARTICLE VI
                              ----------
       The business and affairs of the Corporation shall be managed by a
Board of Directors.  The number of directors (exclusive of directors, if
any, elected by the holders of one or more series of Preferred Stock, voting
separately as a series pursuant to the provisions of these Restated Articles
of Incorporation applicable thereto) shall be not less than 3 directors, the
exact number of directors to be determined from time to time by resolution
adopted by affirmative vote of a majority of the entire Board of Directors
then in office.  No decrease in the number of directors shall shorten the
term of any incumbent director.

       At the 2007 annual meeting of shareholders of the Corporation, the
successors of the directors whose terms expire at that meeting shall be
elected for a term expiring at the 2008 annual meeting of shareholders of
the Corporation and until their successors shall be elected and shall
qualify; at the 2008 annual meeting of shareholders of the Corporation, the
successors of the directors whose terms expire at that meeting shall be
elected for a term expiring at the 2009 annual meeting of shareholders of
the Corporation and until their successors shall be elected and shall
qualify; and at each annual meeting of shareholders of the Corporation
thereafter, the successors of the directors whose terms expire at that
meeting shall be elected for terms expiring at the next annual meeting of
shareholders of the Corporation and until their successors shall be elected
and shall qualify.  Any newly created directorship resulting from an
increase in the number of directors and any other vacancy on the Board of
Directors, however caused, shall be filled by the vote of a majority of the
directors then in office, although less than a quorum, or by a sole
remaining director.  Any director so elected to fill any vacancy in the
Board of Directors, including a vacancy created by an increase in the number
of directors, shall hold office until the next annual meeting of
shareholders and until his or her successor shall be elected and shall
qualify.

<PAGE> 2
       Exclusive of directors, if any, elected by the holders of one or more
series of Preferred Stock, no director of the Corporation may be removed
from office, except for Cause and by the affirmative vote of two-thirds of
the outstanding shares of capital stock of the Corporation entitled to vote
at a meeting of shareholders duly called for such purpose.  As used in this
Article VI, the term "Cause" shall mean solely malfeasance arising from the
performance of a director's duties which has a materially adverse affect on
the business of the Corporation.

       No person, except those nominated by or at the direction of the Board
of Directors, shall be eligible for election as a director at any annual or
special meeting of shareholders unless a written request, in the form
established by the Corporation's By-laws, that his or her name be placed in
nomination is received from a shareholder of record by the Secretary of the
Corporation not less than 30 days prior to the date fixed for such meeting,
together with the written consent of such person to serve as a director.
Where such a request for nomination and such consent have been timely
received, but such nominee is unable or declines to serve, the person who
placed the individual's name in nomination may request that an alternative
name be placed in nomination at the meeting.

       Notwithstanding the foregoing, whenever the holders of any one or more
series of Preferred Stock issued by the Corporation shall have the right,
voting separately by series, to elect directors at an annual or special
meeting of shareholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the terms of
these Restated Articles of Incorporation applicable thereto.  Directors so
elected shall not be divided into classes and during the prescribed terms of
office of such directors the Board of Directors shall consist of such
directors in addition to the number of directors determined as provided in
the first paragraph of this Article VI.

       Executed as of the 24th day of April, 2007.


                                        MARSHALL & ILSLEY CORPORATION

                                        By: /s/ Randall J. Erickson
                                           _______________________________

                                            Randall J. Erickson
                                            Senior Vice President,
                                            General Counsel and Secretary

This instrument was drafted by:

C. J. Wauters
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202

<PAGE>
                            AMENDMENT TO RESTATED
                            ---------------------
                        ARTICLES OF INCORPORATION OF
                        ----------------------------
                       MARSHALL & ILSLEY CORPORATION
                       -----------------------------

       Pursuant to and in accordance with Section 180.1003 of the Wisconsin
Statutes, the following amendment to the Restated Articles of Incorporation
was duly adopted by the vote required on February 20, 2003 by the Board of
Directors and April 22, 2003 by the shareholders of Marshall & Ilsley
Corporation:

             BE IT RESOLVED, that the first paragraph of Article III of
       the Restated Articles of Incorporation of Marshall & Ilsley
       Corporation be, and hereby is, amended to read as follows:


                               ARTICLE III
                               -----------
             The aggregate number of shares which the Corporation shall
       have the authority to issue, the designation of each class of
       shares, the authorized number of shares of each class, and the
       par value thereof per share, shall be as follows:


                Designation     Par Value          Authorized
                  of Class      per Share       Number of Shares
                  -------       ---------       ----------------
             Preferred Stock        $1.00              5,000,000
             Common Stock           $1.00            700,000,000

             BE IT FURTHER RESOLVED, except as set forth above, Article
       III shall remain in full force and effect without further
       amendment or modification.

<PAGE> 2
       Executed in duplicate as of the 23rd day of April, 2003.


                                        MARSHALL & ILSLEY CORPORATION

                                        By: /s/ Randall J. Erickson
                                           _______________________________

                                            Randall J. Erickson
                                            Senior Vice President,
                                            General Counsel and Secretary


This instrument was drafted by:

Michelle M. Nelson
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin  53202

<PAGE>
                     AMENDMENT TO ARTICLES OF INCORPORATION
                     --------------------------------------
                        OF MARSHALL & ILSLEY CORPORATION
                        --------------------------------

       The undersigned, in his official capacity as Secretary of Marshall &
Ilsley Corporation, a corporation duly organized under the laws of the State
of Wisconsin (the "Corporation"), hereby certifies that in accordance with
Section 180.1002 of the Wisconsin Statutes, the following Amendment was duly
adopted:

             "Section 6(a) of Article III of the Corporation's Restated
       Articles of Incorporation shall be amended to increase the number of
       shares of Preferred Stock designated as Class A Preferred Stock from
       500,000 shares to "2,000,000" shares."

       Except as set forth above, Article III shall remain in full force and
effect without further amendment or modification.

       The Amendment to the Articles of Incorporation of Marshall & Ilsley
Corporation was adopted by the Board of Directors of the Corporation on
April 14, 1994.

       Executed in duplicate this 15th day of April, 1994.


                                        MARSHALL & ILSLEY CORPORATION

                                        By: /s/ M.A. Hatfield
                                           __________________________

                                           M.A. Hatfield, Secretary


This instrument was drafted by:

Scott A. Moehrke
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202

<PAGE>
                   RESTATED ARTICLES OF INCORPORATION OF
                   -------------------------------------
                       MARSHALL & ILSLEY CORPORATION
                       -----------------------------

       These Restated Articles of Incorporation are executed by the
undersigned to supersede and replace the heretofore existing Articles of
Incorporation and amendments thereto of Marshall & Ilsley Corporation, a
corporation organized under the laws of the State of Wisconsin:

                                 ARTICLE I
                                 ---------
       The name of the corporation is Marshall & Ilsley Corporation (the
"Corporation").

                                 ARTICLE II
                                 ----------
       The Corporation may engage in any lawful activity within the purpose
for which corporations may be organized under the Wisconsin Business
Corporation Law; provided, however, that the Corporation shall not engage in
any activities prohibited by the United States Bank Holding Company Act of
1956.

                                ARTICLE III
                                -----------
       The aggregate number of shares which the Corporation shall have the
authority to issue, the designation of each class of shares, the authorized
number of shares of each class of par value and the par value thereof per
share, shall be as follows:

                Designation     Par Value          Authorized
                  of Class      per Share       Number of Shares
                  -------       ---------       ----------------
             Preferred Stock        $1.00              5,000,000
             Common Stock           $1.00            160,000,000

       Any and all such shares of Common Stock and Preferred Stock may be
issued for such consideration, not less than the par value thereof, as shall
be fixed from time to time by the Board of Directors. Any and all such
shares so issued, the full consideration for which has been paid or
delivered, shall be deemed fully paid stock and shall not be liable to any
further call or assessment thereon, and the holders of such shares shall not
be liable for any further payments except as otherwise provided by the laws
of the State of Wisconsin.

       The preferences, limitations and relative rights of such classes shall
be as follows:

       (1)   Designation of Series.  The Preferred Stock may from time to
time as hereinafter provided, be divided into and issued in one or more
series, and the Board of Directors is hereby expressly authorized to
establish one or more series, to fix and determine the variations as among
series and to fix and determine, prior to the issuance of any shares of a
particular series, the following designations, terms, limitations and
relative rights and preferences of such series:

             (a)    The designations of such series and the number of shares
       which shall constitute such series, which number may at any time, or
       from time to time, be increased or decreased (but not below the number
       of shares thereof then outstanding) by the Board of Directors unless
       the Board of Directors shall have otherwise provided in establishing
       such series;

<PAGE> 2
             (b)    The voting rights to which the holders of the shares of
       such series are entitled, if any;

             (c)    The yearly rate of dividends on the shares of such series,
       the dates in each year upon which such dividend shall be payable and,
       if such dividend shall be cumulative, the date or dates from which
       such dividend shall be cumulative;

             (d)    The amount per share payable on the shares of such series
       in the event of the liquidation or dissolution or winding up of the
       Corporation (whether voluntary or involuntary);

             (e)    The terms, if any, on which the shares of such series
       shall be redeemable, and, if redeemable, the amount per share payable
       thereon in the case of the redemption thereof (which amount may vary
       with regard to (i) shares redeemed on different dates; and (ii) shares
       redeemed through the operation of a sinking fund, if any, applicable
       to such shares, from the amount payable with respect to shares
       otherwise redeemed);

             (f)    The extent to and manner in which a sinking fund, if any,
       shall be applied to the redemption or purchase of the shares of such
       series, and the terms and provisions relative to the operation of such
       fund;

             (g)    The terms, if any, on which the shares of such series
       shall be convertible into shares of any other class or of any other
       series of the same or any other class and, if so convertible, the
       price or prices or the rate or rates of conversion, including the
       method, if any, for adjustments of such prices or rates, and any other
       terms and conditions applicable thereto; and

             (h)    Such other terms, limitations and relative rights and
       preferences, if any, of such series as the Board of Directors may
       lawfully fix and determine and as shall not be inconsistent with the
       laws of the State of Wisconsin or these Amended and Restated Articles
       of Incorporation.

       All shares of the same series of Preferred Stock shall be identical in
all respects, except that shares of any one series issued at different times
may differ as to dates from which any cumulative dividends thereon shall be
cumulative. All shares of the Preferred Stock of all series shall be equal
and shall be identical in all respects, except as permitted by the foregoing
provisions of this paragraph (1).

<PAGE> 3
       (2)   Dividends.  The holders of Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of funds
legally available therefor, dividends at the annual rate fixed by the Board
of Directors with respect to each series of shares and no more.  Such
dividends shall be payable on such dates and in respect of such periods in
such year as may be fixed by the Board of Directors to the holders of record
thereof on such date as may be determined by the Board of Directors. Such
dividends shall be paid or declared and set apart for payment for each
dividend period before any dividend (other than a dividend payable solely in
Common Stock) for the same period shall be paid upon or set apart for
payment on the Common Stock, and, if dividends on the Preferred Stock shall
be cumulative, all unpaid dividends thereon for any past dividend period
shall be fully paid or declared and set apart for payment, but without
interest, before any dividend (other than a dividend payable solely in
Common Stock) shall be paid upon or set apart for payment on the Common
Stock. The holders of Preferred Stock shall not, however, be entitled to
participate in any other or additional earnings or profits of the
Corporation, except for such premiums, if any, as may be payable in case of
redemption, liquidation, dissolution or winding up.

       (3)   Redemption. In the event that the shares of any series of the
Preferred Stock shall be made redeemable as provided in subparagraph (e) of
paragraph (1), above, the Corporation may, at its option, redeem at any time
or from time to time all or any part of such shares, upon notice duly given
as hereinafter provided, by paying for each share the redemption price then
applicable thereto fixed by the Board of Directors as provided in
subparagraph (e) of paragraph (1), above.

       Notice of every such redemption shall be mailed at least thirty (30)
days prior to the date fixed for such redemption to the holders of record of
the shares called for redemption at their respective addresses as shown on
the stock records of the Corporation. In case of a redemption of a part of a
series of Preferred Stock at the time outstanding, the Corporation shall
select by lot, in such manner as the Board of Directors may determine, the
shares so to be redeemed.

       On or before the date fixed for a redemption specified therein, the
Corporation shall deposit funds sufficient to redeem such shares with a bank
or trust company in good standing, as designated in such notice, organized
under the laws of the United States or of the State of Wisconsin, doing
business in the City of Milwaukee, Wisconsin, and having a capital, surplus
and undivided profit aggregating at least $50,000,000.00, according to its
last published statement of condition, in trust for the pro rata benefit of
the holders of the shares called for redemption, and if the name and address
of such bank or trust company and the deposit or intent to deposit the
redemption funds in such trust account shall have been stated in such notice
of redemption, and the Corporation shall have given such bank or trust
company irrevocable instructions and authorization to pay the amount payable
upon redemption to the proper holders upon surrender of certificates
representing such shares, then, from and after the mailing of such notice
and the making of such deposit, all shares so called for redemption shall no
longer be deemed to be outstanding for any purpose whatsoever and the right
to receive dividends thereon and all rights of the holders of such shares in
or with respect to such shares of the Corporation shall forthwith cease and
terminate, except only the right of the holders thereof to receive from such
bank or trust company the amount payable upon redemption together with all
accrued but unpaid dividends to the date fixed for redemption, without
interest, upon the surrender of the certificates representing the shares to
be redeemed, and the right to exercise privileges of conversion, if any, on
or before the date fixed for redemption or such earlier date as may be fixed
for the expiration thereof.

<PAGE> 4
       Any funds so deposited by the Corporation which shall not be required
for such redemption because of the exercise of any right of conversion
subsequent to the time of such deposit shall be released and repaid to the
Corporation upon its request. Any funds so deposited and unclaimed at the
end of five (5) years (or such shorter period as shall be provided by law)
after the date fixed for redemption shall be released and repaid to the
Corporation, after which holders of the shares called for redemption shall
no longer look to the said bank or trust company but shall look only to the
Corporation, or to others, as the case may be, for payment of any lawful
claim for such funds which the holders of said shares may still have. Any
interest accrued on funds so deposited shall be paid to the Corporation from
time to time.

       (4)   Reissue of Shares.  Shares of the Preferred Stock which shall
have been converted, redeemed, purchased or otherwise acquired by the
Corporation, whether through the operation of a sinking fund or otherwise,
shall be retired and restored to the status of authorized but unissued
shares, but may be reissued only as a part of the Preferred Stock other than
the series of which they were originally a part.

       (5)   Liquidation.  In the event of liquidation, dissolution or
winding up (whether voluntary or involuntary) of the Corporation, the
holders of shares of Preferred Stock shall be entitled to be paid the full
amount payable on such shares upon the liquidation, dissolution or winding
up of the Corporation fixed by the Board of Directors with respect to such
shares as provided in subparagraph (d) of paragraph (1), above, before any
amount shall be paid to the holders of the Common Stock. After payment to
holders of the Preferred Stock of the full preferential amounts to which
they are entitled, the remaining assets of the Corporation shall be
distributed ratably among the holders of the Common Stock.

       (6)   Designation of Rights and Preferences Series A Convertible
Preferred Stock.

             (a)    Designation of Series.  There is hereby established
       effective February 14, 1986 from the authorized preferred stock a
       series of preferred stock to be designated as Series A Convertible
       Preferred Stock, consisting of 500,000 shares, and having the powers,
       rights, limitations, restrictions and preferences set forth herein.
       The number of shares designated as Series A Convertible Preferred
       Stock may at any time, or from time to time, be increased or decreased
       (but not below the number of shares thereof then outstanding or then
       reserved for issuance in connection with the conversion of any
       securities of the Company) by the Board of Directors.

             (b)    Voting Rights.  The holders of Series A Convertible
       Preferred Stock shall have only such right to vote as provided by
       Sections 180.64(2) and 180.52 of the Wisconsin Statutes or by other
       applicable law.

             (c)    Dividends. The holders of all issued and outstanding
       shares of Series A Convertible Preferred Stock shall be entitled to
       receive cash dividends when and as cash dividends are declared and
       become payable with respect to the Common Stock of the Corporation, in
       an amount, in the case of each holder of shares of Series A
       Convertible Preferred Stock with respect to each cash dividend
       declared with respect to the Common Stock, equal to the amount of the
       cash dividend that such holder would have received with respect to the
       resulting shares of Common Stock had he converted such shares of
       Preferred Stock into Common Stock immediately before the declaration
       of such dividend with respect to the Common Stock. Dividends on the
       Series A Convertible Preferred Stock shall be noncumulative. The
       holders of Series A Convertible Preferred Stock shall not be entitled
       to participate in any other or additional earnings or profits of the
       Corporation, except for such premiums, if any, as may be payable in
       case of liquidation, dissolution or winding up.

<PAGE> 5
             (d)    Liquidation Preference. In the event of any liquidation,
       dissolution or winding up of the Corporation, whether voluntary or
       involuntary, before any payment or distribution of the assets of the
       Corporation (whether capital or surplus) shall be made to or set apart
       for the holders of the Common Stock or any other series or class of
       stock of the Corporation ranking junior to the Series A Convertible
       Preferred Stock upon liquidation, dissolution or winding up, the
       holders of the shares of the Series A Convertible Preferred Stock
       shall be entitled to receive $100 per share plus an amount equal to
       all dividends, if any, which have accrued thereon as the result of the
       declaration of dividends on the Common Stock but which remain unpaid
       to the date of final distribution to such holders; but such holders
       shall not be entitled to any further payment.  If, upon any
       liquidation, dissolution or winding up of the Corporation, the assets
       of the Corporation to be paid or distributed to the holders of the
       shares of the Series A Convertible Preferred Stock shall be
       insufficient to pay in full the preferential amount aforesaid and the
       preferential amount, if any, to be paid or distributed to the holders
       of any other preferred stock ranking as to liquidation, dissolution or
       winding up, on a parity with the Series A Convertible Preferred Stock,
       then such assets shall be distributed among the holders of Series A
       Convertible Preferred Stock and such other preferred stock, if any,
       ratably in accordance with the respective amounts that would be
       payable upon liquidation, dissolution or winding up to such holders
       with respect to such shares of Series A Convertible Preferred Stock
       and such other preferred stock, if any, if all preferential amounts
       payable thereon were paid in full. For the purposes of this
       subparagraph (d), a consolidation or merger of the Corporation with
       one or more corporations shall not be deemed to be a liquidation,
       dissolution or winding up, voluntary or involuntary.

             Subject to the rights of the holders of shares of any series or
       class of stock ranking on a parity with or prior to the Series A
       Convertible Preferred Stock upon liquidation, dissolution or winding
       up, upon any liquidation, dissolution or winding up of the
       Corporation, after payment shall have been made in full to the Series
       A Convertible Preferred Stock as provided in this subparagraph d, but
       not prior thereto, the holders of the Common Stock or any other series
       or class of stock ranking junior to the Series A Convertible Preferred
       Stock upon liquidation, dissolution or winding up shall, subject to
       the respective terms and provisions (if any) applying thereto, be
       entitled to receive any and all assets remaining to be paid or
       distributed, and the Series A Convertible Preferred Stock shall not be
       entitled to share therein.

             (e)    Conversion Rights.  The holders of shares of Series A
       Convertible Preferred Stock shall have the right, at their option, to
       convert such shares into shares of Common Stock of the Corporation at
       any time on and subject to the following terms and conditions:

<PAGE> 6
                    (i)    The shares of Series A Convertible Preferred Stock
             shall be convertible at the offices of the transfer agent or
             agents for the Series A Convertible Preferred Stock and at such
             other office or offices, if any, as the Board of Directors may
             designate, into fully paid and nonassessable shares (except as
             provided in Section 180.40(6) of the Wisconsin Statutes) of
             Common Stock of the Corporation, at the conversion price,
             determined as hereinafter provided, in effect at the time of
             conversion, each share of Series A Convertible Preferred Stock
             being valued at $100 for the purpose of such conversion. The
             price at which shares of Common Stock shall be delivered upon
             conversion (herein called the "Conversion Price") shall be
             initially $78.75 per share of Common Stock, except that the
             initial Conversion Price applicable to shares of Series A
             Convertible Preferred Stock issued in exchange for Common Stock
             shall be the weighted average purchase price paid for such
             Common Shares as determined in good faith by the Board of
             Directors of the Company.  The Conversion Price shall be
             adjusted in certain instances as provided in subparagraph
             (e)(iii), (iv), (v), (vi), (ix), (x) and (xi) below.

                    (ii)   In order to convert shares of Series A Convertible
             Preferred Stock into Common Stock, the holder thereof shall
             surrender at any office hereinabove mentioned the certificate or
             certificates therefor, duly endorsed or assigned to the
             Corporation or in blank, and give written notice to the
             Corporation at said office that such holder elects to convert
             such shares. Any such notice shall be irrevocable. No payment or
             adjustment shall be made upon conversion on account of any
             dividends, if any, which have accrued as the result of the
             declaration of dividends on the Common Stock on the shares of
             Series A Convertible Preferred Stock surrendered for conversion,
             but which remain unpaid, but payment or adjustment shall be made
             on account of any dividends payable with respect to the Common
             Stock issued upon conversion.

                    Shares of Series A Convertible Preferred Stock shall be
             deemed to have been converted immediately prior to the close of
             business on the day of the surrender of such shares for
             conversion in accordance with the foregoing provisions, and the
             person or persons entitled to receive the shares of Common Stock
             issuable upon such conversion shall be treated for all purposes
             as the record holder or holders of Common Stock at such time. As
             promptly as practicable on or after the conversion date, the
             Corporation shall issue and shall deliver at said office a
             certificate or certificates for the number of full shares of
             Common Stock issued upon such conversion, together with payment
             in lieu of any fraction of a share, as hereinafter provided, to
             the person or persons entitled to receive the same.

                    (iii)  In case the Corporation shall pay or make a
             dividend or other distribution on any class of Capital Stock of
             the Corporation in Common Stock, the Conversion Price shall be
             reduced by multiplying such Conversion Price by a fraction of
             which the numerator shall be the number of shares of Common
             Stock outstanding at the close of business on the day fixed for
             the determination of shareholders entitled to receive such
             dividend or other distribution and of which the denominator
             shall be the sum of such number of shares plus the total number
             of shares constituting such dividend or other distribution, such
             reduction to become effective immediately after the opening of
             business on the day following the date fixed for such
             determination. For purposes of this subparagraph (e)(iii), the
             number of shares of Common Stock at any time outstanding shall
             not include shares held in the treasury of the Corporation. The
             Corporation will not pay any dividend or make any distribution
             on shares of Common Stock held in the treasury of the
             Corporation.

<PAGE> 7
                    (iv)   In case the Corporation shall issue rights or
             warrants to all holders of its Common Stock, entitling them to
             subscribe for or purchase shares of Common Stock at a price per
             share less than the current market price per share (determined
             as provided in subparagraph (e)(viii) below) of the Common Stock
             on the date fixed for the determination of shareholders entitled
             to receive such rights or warrants, the Conversion Price shall
             be reduced by multiplying such Conversion Price by a fraction of
             which the numerator shall be the sum of the number of shares of
             Common Stock outstanding at the close of business on the date
             fixed for such determination plus the number of shares of Common
             Stock which the aggregate offering price for all of the shares
             of Common Stock so offered for subscription or purchase would
             purchase at such current market price and of which the
             denominator shall be the sum of the number of shares of Common
             Stock outstanding at the close of business on the date fixed for
             such determination plus the number of shares of Common Stock so
             offered for subscription or purchase, such reduction to become
             effective immediately after the opening of business on the day
             following the date fixed for such determination. For the
             purposes of this subparagraph (e)(iv), the number of shares of
             Common Stock at any time outstanding shall not include shares
             held in the treasury of the Corporation. The Corporation will
             not issue any rights or warrants in respect of shares of Common
             Stock held in the treasury of the Corporation.

                    (v)    In case outstanding shares of Common Stock shall be
             subdivided into a greater number of shares, the Conversion Price
             shall be proportionately reduced, and, conversely, in case
             outstanding shares of Common Stock shall be combined into a
             smaller number of shares, the Conversion Price shall be
             proportionately increased, such reduction or increase, as the
             case may be, to become effective immediately after the opening
             of business on the day following the date upon which such
             subdivision or combination becomes effective.

                    (vi)   In case the Corporation shall, by dividend or
             otherwise, distribute to all holders of its Common Stock,
             evidences of its indebtedness or assets (including securities,
             but excluding any rights or warrants referred to in subparagraph
             (e)(iv) above, any dividend or distribution paid in cash out of
             earned surplus of the Corporation and any dividend or
             distribution referred to in subparagraph (e)(iii) above), the
             Conversion Price shall be adjusted by multiplying such
             Conversion Price by a fraction of which the numerator shall be
             the difference of the current market price per share (determined
             as provided in subparagraph (e)(viii) below) of the Common Stock
             on the date fixed for the determination of the shareholders
             entitled to receive such distribution less the then fair market
             value (as determined by the Board of Directors, whose good faith
             determination shall be conclusive) of the portion of the assets
             or evidences of indebtedness so distributed applicable to one
             share of the then outstanding Common Stock, and of which the
             denominator shall be such current market price per share of the
             Common Stock, such adjustment to become effective immediately
             after the opening of business on the day following the date
             fixed for such determination. For purposes of this subparagraph
             (e)(vi), the number of shares of Common Stock at any time
             outstanding shall not include shares held in the treasury of the
             Corporation. The Corporation will not distribute any evidences
             of its indebtedness or assets with respect to shares of Common
             Stock held in the treasury of the Corporation.

<PAGE> 8
                    (vii)  A reclassification (including any reclassification
             upon a consolidation or merger of which the Corporation is the
             continuing corporation) of the Common Stock into securities
             including securities other than the Common Stock shall be deemed
             to involve (aa) a distribution of such securities other than
             Common Stock into which the Common Stock is reclassified to all
             holders of Common Stock (and the effective date of such
             reclassification shall be deemed to be "the date fixed for the
             determination of shareholders entitled to receive such
             distribution" within the meaning of subparagraph (e)(vi) above)
             and (bb) a subdivision or combination, as the case may be, of
             the number of shares of Common Stock outstanding immediately
             prior to such reclassification into the number of shares of
             Common Stock outstanding immediately thereafter (and the
             effective date of such reclassification shall be deemed to be
             "the date upon which such subdivision or combination becomes
             effective" within the meaning of subparagraph (e)(v), above).

                    (viii)  For the purpose of any computation under
             subparagraph (e)(iv), (vi), and (x), the current market price
             per share of Common Stock on any date shall be deemed to be 90%
             (100%, in the case of subparagraph (e)(xvi) of (aa) the average
             of the daily closing prices for the five (5) consecutive
             business days commencing ten (10) business days before the date
             in question.  The closing price for each day shall be the last
             reported sales price regular way or, in case no such reported
             sale takes place on such day, the average of the reported
             closing bid and asked prices regular way, in either case on any
             exchange on which the Common Stock is listed or admitted to
             trading selected by the Board of Directors, or (bb) if the
             Common Stock is not listed or admitted to trading on any such
             exchange, the closing sale price in the over-the-counter market,
             or (cc) in case no such reported sale takes place or such data
             is not reported on such day, the average of the closing bid and
             asked prices in the over-the-counter market, as furnished by the
             National Association of Securities Dealers, Inc. through NASDAQ
             or a similar organization if NASDAQ is no longer reporting such
             information.  If on any such day the Common Stock is not quoted
             by any such organization, the closing price for such day shall
             be the fair value of such Common Stock on such day, as
             determined by the Board of Directors in good faith.

<PAGE> 9
                    (ix)   In case of any capital reorganization of the
             Corporation (other than any reorganization referred to in
             subparagraph (e)(iii), (iv), (v), (vi), or (vii), above), any
             reclassification of the Common Stock (other than any
             reclassification of the Common Stock referred to in subparagraph
             (e)(ii), (v) or (vii) above), the consolidation or merger of the
             Corporation with or into any other corporation or of the sale of
             all or substantially all of the properties and assets of the
             Corporation to any other corporation, each share of Series A
             Convertible Preferred Stock shall immediately thereafter be
             convertible into the number of shares of stock, other
             securities, assets and/or cash to which a holder of the number
             of shares of Common Stock into which such share was convertible
             immediately prior thereto would have been entitled to receive
             upon such reorganization, reclassification, consolidation,
             merger or sale. In case of any such reorganization,
             reclassification, consolidation, merger or sale, the provisions
             set forth in this subparagraph (e)(ix) with respect to the
             rights and interests of the holders of the Series A Convertible
             Preferred Stock shall automatically be appropriately adjusted so
             as to be applicable as nearly as possible to the shares of
             stock, other securities, assets and/or cash into which the
             Series A Convertible Preferred Stock thereby becomes
             convertible, and effective provision shall be made in the
             Articles of Incorporation of the resulting or surviving
             corporation or otherwise, so that such provisions shall
             thereafter be applicable, as nearly as possible, to any such
             shares of stock, other securities, assets and/or cash. The
             Corporation shall not effect any such consolidation, merger or
             sale, unless before the consummation thereof the successor
             corporation (if other than the Corporation) resulting from such
             consolidation or merger, the corporation purchasing such assets,
             or other appropriate corporation or entity shall expressly
             assume in writing the obligation to deliver to the holder of
             each share of Series A Convertible Preferred Stock, upon
             conversion thereof, such shares of stock, other securities,
             assets and/or cash as such holder shall be entitled to receive
             pursuant to the provisions hereof, and to make provisions for
             the protection of such conversion right as above provided. The
             provisions of this subparagraph (e)(ix) shall similarly apply to
             successive reorganizations, reclassifications, consolidations,
             mergers or sales.

                    (x)    In the event that the Corporation shall (except as
             hereinafter provided) issue any additional shares of Common
             Stock for cash at a price less than the Current Market Price per
             share of Common Stock then in effect, then the Conversion Price
             upon each such issuance shall be adjusted to that price
             determined by multiplying the Conversion Price in effect
             immediately prior to such event by a fraction:

                           (aa)  the numerator of which shall be the number of
                    shares of Common Stock outstanding immediately prior to
                    the issuance of such additional shares of Common Stock
                    plus the number of full shares of Common Stock which the
                    aggregate consideration for the total number of such
                    additional shares of Common Stock so issued would purchase
                    at the Current Market Price per share, and

<PAGE> 10
                           (bb)  the denominator of which shall be the number
                    of shares of Common Stock outstanding immediately prior to
                    the issuance of such additional shares of Common Stock
                    plus the number of such additional shares of Common Stock
                    to issued;

                           For purposes of clauses (aa) and (bb) the date as of
                    which the Current Market Price per share of Common Stock
                    shall be computed shall be the earlier of (xx) the date on
                    which the Corporation shall enter into a firm contract for
                    the issuance of such additional shares of Common Stock or
                    (zz) the date of actual issuance of such additional shares
                    of Common Stock;

                    (xi)   The Corporation may make such reductions in the
             Conversion Price, so as to increase the number of Common Shares
             into which the Series A Convertible Preferred Stock may be
             converted, in addition to those required by subparagraph
             (e)(iii), (iv), (v), (vi) and (ix), as it considers to be
             advisable in order that any event treated for federal income tax
             purposes as a dividend of stock or stock rights shall not be
             taxable to the recipients.

                    (xii)  No adjustments to the Conversion Price will be made
             for the issuance of options or securities to employees of the
             Corporation or its subsidiaries pursuant to any stock option,
             restricted stock, thrift, stock purchase, savings or other
             employee benefit plan or to shareholders of the Corporation
             pursuant to any dividend reinvestment plan. No adjustment will
             be required to be made in the Conversion Price until
             accumulative adjustments require an adjustment of at least $.25,
             with any smaller adjustments not made hereunder cumulated with
             future adjustments.

                    (xiii) The Corporation shall mail to each holder of Series
             A Convertible Preferred Stock notice of the proposed effective
             date of any action which would result in an adjustment in the
             Conversion Price determined as provided in this subparagraph (e)
             at least twenty (20) days prior to the record date thereof.
             Whenever the Conversion Price is adjusted as herein provided,
             the Corporation shall forthwith file with any transfer agent for
             the Series A Convertible Preferred Stock a certificate signed by
             the Chairman of the Board or one of the Vice Presidents of the
             Corporation and by its Treasurer or an Assistant Treasurer,
             stating the adjusted Conversion Price determined as provided in
             this subparagraph (e), and setting forth the facts requiring
             such adjustment. Any such transfer agent shall be under no duty
             to make any inquiry or investigation as to the statements
             contained in any such certificate or as to the manner in which
             any computation was made, but may accept such certificate as
             conclusive evidence of the statements therein contained, and any
             such transfer agent shall be fully protected with respect to any
             and all acts done or action taken or suffered by it in reliance
             thereon. No transfer agent in its capacity as transfer agent
             shall be deemed to have any knowledge with respect to any change
             of capital structure of the Corporation unless and until it
             receives a notice thereof pursuant to the provisions hereof,
             and, in the absence of any such notice, each transfer agent may
             conclusively assume that there has been no such change. Whenever
             the Conversion Price is adjusted, the Corporation shall
             forthwith cause a notice stating the adjustment, and describing
             the events requiring such adjustments and the Conversion Price
             to be mailed to the holders of record of Series A Convertible
             Preferred Stock.

<PAGE> 11
                    (xiv)  The Corporation shall at all times reserve and keep
             available out of its authorized and unissued Common Stock,
             solely for the purpose of effecting the conversion of Series A
             Convertible Preferred Stock, such number of shares as shall from
             time to time be sufficient to effect the conversion of all
             Series A Convertible Preferred Stock from time to time
             outstanding. The Corporation shall from time to time, in
             accordance with the laws of Wisconsin, increase the authorized
             amount of Common Stock if at any time the number of shares of
             Common Stock remaining unissued shall not be sufficient to permit
             the conversion of all the then outstanding shares of Series A
             Convertible Preferred Stock.

                    (xv)   The Corporation will pay any and all issue and other
             taxes (other than taxes based on income) that may be payable in
             respect of any issue or delivery of Common Stock on conversion
             of Series A Convertible Preferred Stock pursuant hereto. The
             Corporation shall not, however, be required to pay any tax which
             may be payable in respect of any transfer involved in the issue
             and delivery of Common Stock in a name other than that in which
             the Series A Convertible Preferred Stock so converted was
             registered, and no such issue or delivery shall be made unless
             and until the person requesting such issue has paid to the
             Corporation the amount of any such tax, or has established, to
             the satisfaction of the Corporation, that such tax has been
             paid.

                    (xvi)  No fractional shares of Common Stock will be issued
             upon conversion of the Series A Convertible Preferred Stock, and
             in lieu of any fractional shares that would otherwise be
             issuable, the Corporation will pay cash on the basis of the
             current market price per share of the Common Stock on the
             business day immediately preceding the day of conversion
             determined in accordance with subparagraph (e)(viii) above.

                    (xvii) The Board of Directors of the Corporation shall not
             authorize for issuance any class of capital stock ranking prior
             to the Series A Convertible Preferred Stock without the consent
             of holders of two-thirds of the outstanding shares of Series A
             Convertible Preferred Stock. For purposes of this Agreement, any
             class or classes of stock of the Corporation shall be deemed to
             rank:

                           (aa)  Prior to the Series A Convertible Preferred
                    Stock as to dividends or as to distribution of assets upon
                    liquidation, dissolution or winding up if the holders of
                    such class shall be entitled to the receipt of dividends
                    or of amounts distributable upon liquidation, dissolution
                    or winding up, as the case may be, in preference or
                    priority to the holders of the Series A Convertible
                    Preferred Stock; and

<PAGE> 12
                           (bb)  On a parity with the Series A Convertible
                    Preferred Stock as to dividends or as to distributions of
                    assets upon liquidation, dissolution or winding up,
                    whether or not the dividend rates, dividend payment dates,
                    or liquidation amounts per share thereof be different from
                    those of the Series A Convertible Preferred Stock, if the
                    holders of such class and the Series A Convertible
                    Preferred Stock shall be entitled to the receipt of
                    dividends or of amounts distributable upon liquidation,
                    dissolution or winding up, as the case may be, in
                    proportion to their respective dividend rates or
                    liquidation amounts, without preference or priority of one
                    over the other.


                                 ARTICLE IV
                                 ----------
       Pre-emptive Rights. No holder of any stock of the corporation shall
have any preemptive or other subscription rights nor be entitled, as of
right, to purchase or subscribe for any part of the unissued stock of this
corporation or any of additional stock issued by reason of any increase of
authorized capital stock of this corporation or other securities whether or
not convertible into stock of this corporation.


                                  ARTICLE V
                                  ---------
       The address of the registered office of the Corporation is 770 North
Water Street, Milwaukee, Wisconsin 53202 and its registered agent at such
address is Michael A. Hatfield.


                                 ARTICLE VI
                                 ----------
       The business and affairs of the Corporation shall be managed by a
Board of Directors.  The number of directors (exclusive of directors, if
any, elected by the holders of one or more series of Preferred Stock, voting
separately as a series pursuant to the provisions of these Restated Articles
of Incorporation applicable thereto) shall be not less than 3 directors, the
exact number of directors to be determined from time to time by resolution
adopted by affirmative vote of a majority of the entire Board of Directors
then in office. The directors shall be divided into three classes,
designated Class I, Class II, and Class III, and the term of office of
directors of each class shall be three years. Each class shall consist, as
nearly as possible, of one-third of the total number of directors
constituting the entire Board of Directors. If the number of directors is
changed by resolution of the Board of Directors pursuant to this Article VI,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible,
but in no case shall a decrease in the number of directors shorten the term
of any incumbent director.

       A director shall hold office until the annual meeting for the year in
which his term expires and until his successor shall be elected and shall
qualify. Any newly created directorship resulting from an increase in the
number of directors and any other vacancy on the Board of Directors, however
caused, shall be filled by the vote of a majority of the directors then in
office, although less than a quorum, or by a sole remaining director. Any
director so elected to fill any vacancy in the Board of Directors, including
a vacancy created by an increase in the number of directors, shall hold
office for the remaining term of directors of the class to which he has been
elected and until his successor shall be elected and shall qualify.

<PAGE> 13
       Exclusive of directors, if any, elected by the holders of one or more
series of Preferred Stock, no director of the Corporation may be removed
from office, except for Cause and by the affirmative vote of two-thirds of
the outstanding shares of capital stock of the Corporation entitled to vote
at a meeting of shareholders duly called for such purpose. As used in this
Article VI, the term "Cause" shall mean solely malfeasance arising from the
performance of a director's duties which has a materially adverse affect on
the business of the Corporation.

       No person, except those nominated by or at the direction of the Board
of Directors, shall be eligible for election as a director at any annual or
special meeting of shareholders unless a written request, in the form
established by the Corporation's By-laws, that his or her name be placed in
nomination is received from a shareholder of record by the Secretary of the
Corporation not less than 30 days prior to the date fixed for such meeting,
together with the written consent of such person to serve as a director.
Where such a request for nomination and such consent have been timely
received, but such nominee is unable or declines to serve, the person who
placed the individual's name in nomination may request that an alternative
name be placed in nomination at the meeting.

       Notwithstanding the foregoing, whenever the holders of any one or more
series of Preferred Stock issued by the Corporation shall have the right,
voting separately by series, to elect directors at an annual or special
meeting of shareholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the terms of
these Restated Articles of Incorporation applicable thereto. Directors so
elected shall not be divided into classes unless expressly provided by such
terms, and during the prescribed terms of office of such directors the Board
of Directors shall consist of such directors in addition to the number of
directors determined as provided in the first paragraph of this Article VI.


                                 ARTICLE VII
                                 -----------
       The period of existence of the Corporation shall be perpetual.


                                ARTICLE VIII
                                ------------
       Acquisition and Disposition of Own Shares.  The Corporation shall have
the right to purchase, take, receive or otherwise acquire, hold, own,
pledge, transfer or otherwise dispose of its own shares; provided that no
such acquisition, directly or indirectly, of its own shares of equal or
subordinate rank shall be made unless:

             (a)    At the time of such acquisition the Corporation is not and
       would not thereby be rendered insolvent; and

             (b)    The net assets of the Corporation remaining after such
       acquisition would be not less than the aggregate preferential amount
       payable in the event of voluntary liquidation to the holders of shares
       having preferential rights to the assets of the corporation in the
       event of liquidation.

<PAGE> 14
                                 ARTICLE IX
                                 ----------
       Notwithstanding any other provision of these Restated Articles of
Incorporation or the Corporation's By-Laws (and notwithstanding the fact
that some lesser percentage may be specified by law, these Restated Articles
of Incorporation or the Corporation's By-Laws), the Corporation's By-Laws
may be amended, altered or repealed, and new By-Laws may be enacted, only by
the affirmative vote of not less than two-thirds of the outstanding shares
of capital stock of the Corporation entitled to vote at a meeting of
shareholders duly called for such purpose, or by a vote of not less than
three-quarters of the entire Board of Directors then in office.


                                  ARTICLE X
                                  ---------
       Except as otherwise specified herein, the "requisite affirmative
votes," and the recitals of votes which are "requisite for adoption" or
"requisite for approval" under Section 180.25 of the Wisconsin Statutes for
the approval or authorization of any (i) plan of merger or consolidation of
the Corporation with or into any other corporation, (ii) sale, lease,
exchange or disposition of all or substantially all the property and assets
of the Corporation to or with any other person, corporation or entity not
made in the ordinary course of business, or (iii) voluntary dissolution of
the Corporation or revocation of voluntary dissolution proceedings, shall be
the affirmative vote of the holders of two-thirds of the outstanding shares
of capital stock of the Corporation entitled to vote at a meeting called for
such purpose (unless any class or series of shares is entitled to vote
thereon as a class, in which event the "requisite affirmative votes" shall
be the affirmative votes of the holders of two-thirds of the outstanding
shares of each class of shares and of each series entitled to vote thereon
as a class and of the total shares entitled to vote thereon), provided,
however, if the Board of Directors shall have approved any transaction
described in clauses (i), (ii) or (iii) above by a resolution adopted by
three-quarters of the Board of Directors then in office and entitled to vote
thereon, the "requisite affirmative votes," and the recitals of votes which
are "requisite for adoption" or "requisite for approval," shall be the
affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Corporation entitled to vote at a meeting called for
such purpose (unless any class or series of shares is entitled to vote
thereon as a class, in which event the "requisite affirmative votes" shall
be the affirmative votes of the holders of a majority of the outstanding
shares of each class of shares and of each series entitled to vote thereon
as a class and of the total shares entitled to vote thereon).


                                  ARTICLE XI
                                  ----------
       A.    In addition to any affirmative vote required by law or these
Restated Articles of Incorporation or the By-Laws of the Corporation, and
except as otherwise expressly provided in Section (B) of this Article XI, a
Business Combination (as hereinafter defined) shall require the affirmative
vote of not less than:

             (1)    Eighty percent (80%) of the votes entitled to be cast by
       the holders of all then outstanding shares of capital stock of the
       Corporation entitled to vote generally in the election of directors
       (hereinafter referred to in this Article XI as "Voting Stock"), voting
       together as a single class (it being understood that, for purposes of
       this Article XI, each share of the Voting Stock shall have the number
       of votes granted to it pursuant to the Wisconsin Business Corporation
       Law or as otherwise provided pursuant to Article III of these Restated
       Articles of Incorporation); or

<PAGE> 15
             (2)    Two-thirds of the votes entitled to be cast by holders of
       Voting Stock, voting together as a single class, other than Voting
       Stock beneficially owned by an Interested Stockholder (as defined
       below) who is a party to the Business Combination or an Affiliate or
       Associate of such Interested Stockholder.

       Such affirmative vote shall be required notwithstanding the fact that
no vote may be required, or that a lesser percentage may be specified by law
or in any agreement with any national securities exchange or otherwise, but
such affirmative separate class vote shall be required in addition to any
affirmative vote of the holders of any particular class or series of the
Voting Stock required by law or pursuant to Article III of these Restated
Articles of Incorporation.

       B.    The provisions of Section (A) of this Article XI shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative separate class vote as is
required by law and any other provision of these Restated Articles of
Incorporation, and any resolution or resolutions adopted by the Board of
Directors pursuant to these Restated Articles of Incorporation, as amended,
if the conditions specified in either of the following paragraphs (1) or (2)
are met:

             1.     The Business Combination shall have been approved by a
       majority of the Disinterested Directors (as hereinafter defined), it
       being understood that this condition shall not be capable of
       satisfaction unless there is at least one Disinterested Director; or

             2.     All of the following conditions are met:

                    (a)    the aggregate amount of cash and the Fair Market
             Value (as hereinafter defined) as of the date of the
             consummation of any Business Combination (the "Consummation
             Date") of consideration other than cash to be received per share
             of Common Stock as a result of such Business Combination shall
             be at least equal to the higher of the following:

                           (i)   (If applicable) the highest per share price
                    (including any brokerage commissions, transfer taxes and
                    soliciting dealers' fees) paid by or on behalf of the
                    Interested Stockholder for any shares of Common Stock
                    acquired by it (aa) within the two-year period immediately
                    prior to the first public announcement of the proposed
                    Business Combination (the "Announcement Date"), or (bb) in
                    the transaction in which it became an Interested
                    Stockholder, whichever is higher, plus interest compounded
                    annually from the date on which the Interested Stockholder
                    became an Interested Stockholder (the "Determination
                    Date") through the Consummation Date at the base rate for
                    interest rate determinations of M&I Marshall & Ilsley Bank
                    in effect from time to time, less the aggregate amount of
                    any cash dividends paid, and the Fair Market Value of any
                    dividends paid other than in cash, per share of Common
                    Stock from the Determination Date through the Consummation
                    Date (but not exceeding the amount of such interest
                    payable per share of Common Stock); and

<PAGE> 16
                           (ii)  The Fair Market Value per share of Common
                    Stock on the Announcement Date or on the Determination
                    Date, whichever is higher.

                    The provisions of this Paragraph B(2)(a) of this Article
             XI shall be required to be met with respect to all shares of
             Common Stock outstanding whether or not the Interested
             Stockholder has previously acquired any shares of Common Stock.

                    (b)    The aggregate amount of cash and the Fair Market
             Value as of the Consummation Date of consideration other than
             cash to be received per share of any class or series of
             outstanding Capital Stock, other than Common Stock, shall be at
             least equal to the highest of the following (such requirement
             being applicable to each such class or series of outstanding
             Capital Stock, whether or not the Interested Stockholder has
             previously acquired beneficial ownership of any shares of such
             class or series):

                           (i)   (If applicable) the highest per share price
                    (including any brokerage commissions, transfer taxes and
                    soliciting dealers' fees) paid by or on behalf of the
                    Interested Stockholder for any share of such class or
                    series of Capital Stock acquired by it (aa) within the
                    two-year period immediately prior to the Announcement
                    Date, or (bb) in the transaction in which it became an
                    Interested Stockholder, whichever is higher, plus interest
                    compounded annually from the Determination Date through
                    the Consummation Date at the base rate for interest rate
                    determinations of M&I Marshall & Ilsley Bank in effect
                    from time to time, less the aggregate amount of any cash
                    dividends paid, and the Fair Market Value of any dividends
                    paid other than in cash, per share of such class or series
                    of Capital Stock from the Determination Date through the
                    Consummation Date (but not exceeding the amount of such
                    interest payable per share of such class of Capital
                    Stock);

                           (ii)  (If applicable) the highest preferential
                    amount per share to which the holders of shares of such
                    class or series of Capital Stock are entitled in the event
                    of any voluntary or involuntary liquidation, dissolution
                    or winding up of the Corporation; and

                           (iii) The Fair Market Value per share of such class
                    or series of Capital Stock on the Announcement Date or on
                    the Determination Date, whichever is higher.

<PAGE> 17
             (c)    The consideration to be received by holders of a
       particular class or series of outstanding Capital Stock (including
       Common Stock) in such Business Combination shall be in cash or in the
       same form as the Interested Stockholder has previously paid for shares
       of such class or series of Capital Stock. If the Interested
       Stockholder has paid for shares of any class or series of Capital
       Stock with varying forms of consideration, the form of consideration
       of such class or series of Capital Stock shall be either cash or the
       form used to acquire the largest number of shares of such class or
       series of Capital Stock previously acquired by it.

             (d)    After such Interested Stockholder has become an Interested
       Stockholder and prior to the consummation of such Business
       Combination: (a) except as approved by a majority of the Disinterested
       Directors, there shall have been no failure to declare and pay at the
       regular date therefor any full quarterly dividends (whether or not
       cumulative) on the outstanding stock having a preference over the
       Common Stock as to dividends or upon liquidations; (b) there shall
       have been (1) no reduction in the annual rate of dividends paid on the
       Common Stock (except as necessary to reflect any subdivision of the
       Common Stock), except as approved by a majority of the Disinterested
       Directors, and (2) an increase in such annual rate of dividends (as
       necessary to prevent any reduction) in the event of any
       reclassification (including any reverse stock split),
       recapitalization, reorganization or any similar transaction which has
       the effect of reducing the number of outstanding shares of the Common
       Stock, unless the failure so to increase such annual rate is approved
       by a majority of the Disinterested Directors; and (c) such Interested
       Stockholder shall have not become the beneficial owner of any
       additional shares of Voting Stock except as part of the transaction
       which resulted in such Interested Stockholder becoming an Interested
       Stockholder.

             (e)    After such Interested Stockholder has become an Interested
       Stockholder, such Interested Stockholder shall not have received the
       benefit, directly or indirectly (except proportionately, solely in
       such Interested Stockholder's capacity as a stockholder of the
       Corporation), of any loans, advances, guaranties, pledges or other
       financial assistance or any tax credits or other tax advantageous
       provided by the Corporation, whether in anticipation of or in
       connection with such Business Combination or otherwise.

             (f)    A proxy or information statement describing the proposed
       Business Combination in accordance with the requirements of the 1934
       Act (or any subsequent provisions replacing such Act) shall be mailed
       to all Stockholders of the Corporation at least thirty (30) days prior
       to the consummation of such Business Combination (whether or not such
       proxy or information statement is required to be mailed pursuant to
       such Act or subsequent provisions). The first page of such proxy or
       information statement shall prominently display the recommendation, if
       any, which a majority of the Disinterested Directors then in office
       may choose to make to the holders of Capital Stock regarding the
       proposed Business Combination. Such proxy or information statement
       shall also contain, if a majority of the Disinterested Directors then
       in office so request, an opinion of a reputable investment banking
       firm of recognized national standing (which firm shall be selected by
       a majority of the Disinterested Directors then in office, furnished
       with all information it reasonably requests, and paid a reasonable fee
       for its services by the Corporation upon the Corporation's receipt of
       such opinion) as to the fairness (or lack of fairness) of the terms of
       the proposed Business Combination from the point of view of the
       holders of Capital Stock other than the Interested Stockholder.

<PAGE> 18
             (g)    For purposes of this Article XI, the following definitions
       shall apply:

                    (i)    The term "Business Combination" shall mean any
             transaction referred to any one or more of the following
             clauses:

                           (aa)  Any merger or consolidation of the Corporation
                    or any Subsidiary, with (1) any Interested Stockholder or
                    (2) any other corporation (whether or not itself an
                    Interested Stockholder) which is, or after such merger or
                    consolidation would be, an Affiliate or an Associate of
                    any Interested Stockholder; or

                           (bb)  Any sale, lease, exchange, mortgage, pledge,
                    transfer or other disposition (in one transaction or a
                    series of transactions) to or with any Interested
                    Stockholder or any Affiliate or Associate of any
                    Interested Stockholder of any assets of the Corporation or
                    any Subsidiary having an aggregate Fair Market Value of
                    $25,000,000 or more; or

                           (cc)  The issuance or transfer by the Corporation or
                    any Subsidiary (in any one transaction or a series of
                    transactions) of any Securities of the Corporation or any
                    Subsidiary having an aggregate Fair Market Value of
                    $25,000,000 or more to any Interested Stockholder or any
                    Affiliate or Associate of any Interested Stockholder; or

                           (dd)  The adoption of any plan or proposal for the
                    liquidation or dissolution of the Corporation proposed by
                    or on behalf of any Interested Stockholder or any
                    Affiliate or Associate of any Interested Stockholder; or

                           (ee)  Any reclassification of Securities (including
                    any reverse stocksplit), or recapitalization of the
                    Corporation, or any merger or consolidation of the
                    Corporation with any of its Subsidiaries of any other
                    transaction (whether or not with or into or otherwise
                    involving an Interested Stockholder) which has the effect,
                    directly or indirectly, of increasing the proportionate
                    share of the outstanding shares of any class of equity or
                    convertible Securities of the Corporation or any
                    Subsidiary which is directly or indirectly owned by any
                    Interested Stockholder or an Affiliate of any Interested
                    Stockholder; or

<PAGE> 19
                           (ff)  Any series or combination of transactions
                    directly or indirectly having the same effect as any of
                    the foregoing.

                    (ii)   "Interested Stockholder" shall mean any person
             (other than the Corporation, any Subsidiary, or any pension,
             savings or other employee benefit plan for the benefit of
             employees of the Corporation and/or any Subsidiary) who or
             which: (aa) is the beneficial owner, directly or indirectly, of
             more than 10% of the Corporation's outstanding Voting Stock; or
             (bb) is an Affiliate or Associate of the Corporation and at any
             time within the two-year period immediately prior to the date in
             question was a beneficial owner, directly or indirectly, of 10%
             or more of the Corporation's then outstanding Voting Stock; or
             (cc) is an assignee of or has otherwise succeeded to any shares
             of Voting Stock which were at any time within the two-year
             period immediately prior to the date in question beneficially
             owned by any other Interested Stockholder, if such assignment or
             succession shall have occurred in the course of a transaction or
             series of transactions not involving a public offering within
             the meaning of the 1933 Act.

                    (iii)  A person shall be deemed the "beneficial owner" of
             any Voting Stock; (aa) which such person or any of its
             Affiliates or Associates owns, directly or indirectly; or (bb)
             which such person or any of its Affiliates or Associates has (y)
             the right to acquire (whether such right is exercisable
             immediately or only after the passage of time) pursuant to any
             agreement, arrangement or understanding or upon the exercise of
             conversion rights, exchange rights, warrants or options, or
             otherwise, or (z) the right to vote pursuant to any agreement,
             arrangement or understanding; or (cc) which is beneficially
             owned, directly or indirectly, by any other person with which
             such person or any of its Affiliates or Associates has any
             agreement, arrangement or understanding for the purpose of
             acquiring, holding, voting or disposing of any shares of Capital
             Stock.

                    (iv)   In determining whether a person is an Interested
             Stockholder pursuant to Subparagraph (g)(ii) of this Article XI,
             the number of shares of Voting Securities deemed to be
             outstanding shall include shares deemed owned through
             application of Subparagraph (g)(iii) of this Article XI, but
             shall not include any other shares of Voting Stock which may be
             issuable pursuant to any agreement, arrangement or
             understanding, or upon exercise of conversion rights, warrants
             or options, or otherwise.

<PAGE> 20
                    (v)    "Subsidiary" means any corporation of which a
             majority of any class of equity security is owned, directly or
             indirectly, by the Corporation; provided, however, that for the
             purpose of the definition of Interested Stockholder set forth in
             Subparagraph (g)(ii) of this Article XI, the term "Subsidiary"
             shall mean only a corporation of which a majority of each class
             of Voting Securities is owned, directly or indirectly, by the
             Corporation.

                    (vi)   "Disinterested Director" means any member of the
             Board of Directors of the Corporation who is not affiliated with
             the Interested Stockholder and who either was a member of the
             Board of Directors prior to the Determination Date or was
             elected or recommended for election by majority of the
             Disinterested Directors in office at the time such Director was
             nominated for election.

                    (vii)  "Fair Market Value" means: (aa) in the case of
             stock, the highest closing sale price during the 30-day period
             immediately preceding the date in question of a share of such
             stock on the composite tape for the New York Stock Exchange
             listed stocks, or, if such stock is not quoted on the composite
             tape, on the New York Stock Exchange, or, if such stock is not
             listed or admitted for trading on such exchange, on the
             principal United States Securities Exchange registered under the
             1934 Act on which such stock is listed or admitted for trading,
             or, if such stock is not listed or admitted for trading on any
             such exchange, the highest closing sale price (if applicable) or
             bid quotation with respect to a share of such stock during the
             30-day period preceding the date in question on the National
             Association of Securities Dealers, Inc. automated quotations
             system or any system then in use, or if no such quotations are
             available, the Fair Market Value on the date in question of a
             share of such stock as determined in good faith by a majority of
             the Disinterested Directors then in office, in each case with
             respect to any class or series of stock, appropriately adjusted
             for any dividend or distribution in shares of such stock or any
             stock split or reclassification of outstanding shares of such
             stock into a greater number of shares of such stock or any
             combination or reclassification of outstanding shares of such
             stock into a smaller number of shares of such stock; and (bb) in
             the case of property other than cash or stock, the Fair Market
             Value of such property on the date in question as determined in
             good faith by a majority of the Disinterested Directors then in
             office.

                    (viii) Reference to "highest per share price" shall in
             each case with respect to any class or series of stock reflect
             an appropriate adjustment for any dividend or distribution in
             shares of such stock or any stock split or reclassification of
             outstanding shares of such stock into a greater number of shares
             of such stock or any combination or reclassification of
             outstanding shares of such stock into a smaller number of shares
             of such stock.

<PAGE> 21
                    (ix)   In the event of any Business Combination in which
             the Corporation survives, the phrase "consideration other than
             cash to be received" as used in Paragraphs B(2)(a) and (b) of
             this Article XI, shall include the shares of Common Stock and/or
             shares of any other class or series of Capital Stock retained by
             the holders of such shares.

                    (x)    "Capital Stock" shall mean all capital stock of the
             Corporation issued from time to time under Article III of the
             Corporation's Restated Articles of Incorporation.


                                 ARTICLE XII
                                 -----------
       These Restated Articles of Incorporation supersede and take the place
of the heretofore existing Articles of Incorporation of the Corporation and
amendments thereto.

       Executed in duplicate this 25th day of March, 1994.

                                 MARSHALL & ILSLEY CORPORATION

                                 By:  /s/ James B. Wigdale
                                     ____________________________

                                     James B. Wigdale, Chairman


                             Attest:  /s/ M.A. Hatfield
                                     _________________________

                                     M.A. Hatfield, Secretary



This instrument was drafted by:

Scott A. Moehrke
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202-3590

Mw1358018_1