Marshall & Ilsley Corporation and Minneapolis-Based National City Bancorporation Sign Agreement to Merge

Apr 30, 2001, 01:00 ET from Marshall & Ilsley Corporation

    MILWAUKEE, April 30 /PRNewswire/ --
     Marshall & Ilsley Corporation (NYSE:   MI) (M&I) and National City
 Bancorporation (Nasdaq: NCBM) (National City) today signed a definitive
 agreement to merge.  M&I will offer National City shareholders a tax-free
 exchange of stock valued at $29.50 per share.  Based on M&I's closing price of
 $50.46 today, the exchange would equal .58462 shares of M&I for each share of
 National City.  Pursuant to the Agreement, this exchange ratio will not be
 greater than .65556, nor less than .53636.  The transaction is subject to vote
 by National City shareholders and regulatory approvals.  It is expected to be
 complete by the end of the year and will be accretive to earnings in the first
 year.
     "National City has a fine reputation for its business banking services,
 which we believe will complement the products and services M&I already
 provides to the Minneapolis market," said James B. Wigdale, chairman and chief
 executive officer, Marshall & Ilsley Corporation.  "The company's asset-based
 lending affiliate, Diversified Business Credit, Inc., has demonstrated
 significant expertise in providing loans to small and middle market
 businesses; we anticipate expanding these products to serve customers
 throughout our franchise."
     M&I's current presence in the Minneapolis area includes a loan production
 office, a leasing office and a commercial real estate office.  M&I's Home
 Equity division is also located in Minneapolis.
     "We are very pleased to welcome National City's employees into the M&I
 family," continued Wigdale.  "M&I shares National City's commitment to
 providing customers with exceptional products and outstanding service."
     "We expect to continue in our commitment to our customers and our
 community to provide the savvy business advice, community involvement, and
 financial services that will now be augmented with the resources and breadth
 of services as part of M&I," said David C. Malmberg, chairman of the board,
 National City Bancorporation.  "We are excited to become the Minneapolis
 regional operation of M&I and continue our growth and expand the opportunities
 for our employees."
     National City Bank's board of directors will remain in place to direct the
 efforts of the bank's two locations, in line with M&I's commitment to local
 involvement and decision making in the communities it serves.  David Andreas,
 president of National City Bancorporation, will join the board of directors of
 Marshall & Ilsley Corporation following the close of the transaction.
     National City Bancorporation is a $1.2 billion bank holding company
 founded in 1964 with offices in Minneapolis and Edina, Minn.  The corporation
 also operates Diversified Business Credit, Inc., its asset-based subsidiary
 with over $300 million in loans to middle-sized businesses.  National City's
 trust company currently has $2 billion in assets, with $900 million under
 management.
     Marshall & Ilsley Corporation is a diversified financial services
 corporation headquartered in Milwaukee, Wis. with $26.2 billion in assets.
 Founded in 1847, M&I has the largest retail banking presence in Wisconsin with
 over 200 offices throughout the state.  In addition, M&I retail locations are
 located in Phoenix and Tucson, Ariz.; Las Vegas, Nev.; and Naples, Fla.  M&I
 also provides trust and investment management, equipment leasing, mortgage
 banking, financial planning, investments, insurance services and data
 processing from offices throughout the country and on the Internet
 ( http://www.mibank.com or http://www.micorp.com ).  M&I's customer-based
 approach, internal growth and strategic acquisitions have made M&I a
 nationally recognized leader in the financial services industry.
     This press release does not constitute an offer of any securities for
 sale.  Investors and security holders are advised to read the proxy
 statement/prospectus regarding the transaction described in this press release
 when it becomes available, because it will contain important information.  The
 proxy statement/prospectus will be filed with the Securities and Exchange
 Commission by M&I and National City.  Security holders may receive a free copy
 of the proxy statement/prospectus (when available) and other related documents
 filed by M&I and National City at the Commission's website at
 http://www.sec.gov and/or from M&I or National City.
     This document contains or may contain forward-looking statements about
 M&I, National City and the combined company which we believe are within the
 meaning of the Private Securities Litigation Reform Act of 1995.  This
 document contains certain forward-looking statements with respect to the
 financial condition, results of operations, plans, objectives, future
 performance and business of M&I, National City and the combined company
 including statements preceded by, followed by or that include the words
 "believes," "expects," "anticipates" or similar expressions.  These
 forward-looking statements involve certain risks and uncertainties.  There are
 a number of important factors that could cause future results to differ
 materially from historical performance and these forward-looking statements.
 Factors that might cause such a difference include, but are not limited to:
 (1) competitive pressures among depository institutions increase
 significantly; (2) changes in the interest rate environment reduce interest
 margins; (3) prepayment speeds, loan sale volumes, charge-offs and loan loss
 provisions; (4) general economic conditions, either national or in the states
 in which M&I and National City do business, are less favorable than expected;
 (5) legislative or regulatory changes adversely affect the businesses in which
 M&I and National City are engaged; and (6) changes in the securities markets.
 Further information on other factors which could affect the financial results
 of M&I and National City after the merger are included in M&I's and National
 City's filings with the Securities and Exchange Commission.  These documents
 are available free of charge at the Commission's website at http://www.sec.gov
 and/or from M&I or National City.
 
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SOURCE Marshall & Ilsley Corporation
    MILWAUKEE, April 30 /PRNewswire/ --
     Marshall & Ilsley Corporation (NYSE:   MI) (M&I) and National City
 Bancorporation (Nasdaq: NCBM) (National City) today signed a definitive
 agreement to merge.  M&I will offer National City shareholders a tax-free
 exchange of stock valued at $29.50 per share.  Based on M&I's closing price of
 $50.46 today, the exchange would equal .58462 shares of M&I for each share of
 National City.  Pursuant to the Agreement, this exchange ratio will not be
 greater than .65556, nor less than .53636.  The transaction is subject to vote
 by National City shareholders and regulatory approvals.  It is expected to be
 complete by the end of the year and will be accretive to earnings in the first
 year.
     "National City has a fine reputation for its business banking services,
 which we believe will complement the products and services M&I already
 provides to the Minneapolis market," said James B. Wigdale, chairman and chief
 executive officer, Marshall & Ilsley Corporation.  "The company's asset-based
 lending affiliate, Diversified Business Credit, Inc., has demonstrated
 significant expertise in providing loans to small and middle market
 businesses; we anticipate expanding these products to serve customers
 throughout our franchise."
     M&I's current presence in the Minneapolis area includes a loan production
 office, a leasing office and a commercial real estate office.  M&I's Home
 Equity division is also located in Minneapolis.
     "We are very pleased to welcome National City's employees into the M&I
 family," continued Wigdale.  "M&I shares National City's commitment to
 providing customers with exceptional products and outstanding service."
     "We expect to continue in our commitment to our customers and our
 community to provide the savvy business advice, community involvement, and
 financial services that will now be augmented with the resources and breadth
 of services as part of M&I," said David C. Malmberg, chairman of the board,
 National City Bancorporation.  "We are excited to become the Minneapolis
 regional operation of M&I and continue our growth and expand the opportunities
 for our employees."
     National City Bank's board of directors will remain in place to direct the
 efforts of the bank's two locations, in line with M&I's commitment to local
 involvement and decision making in the communities it serves.  David Andreas,
 president of National City Bancorporation, will join the board of directors of
 Marshall & Ilsley Corporation following the close of the transaction.
     National City Bancorporation is a $1.2 billion bank holding company
 founded in 1964 with offices in Minneapolis and Edina, Minn.  The corporation
 also operates Diversified Business Credit, Inc., its asset-based subsidiary
 with over $300 million in loans to middle-sized businesses.  National City's
 trust company currently has $2 billion in assets, with $900 million under
 management.
     Marshall & Ilsley Corporation is a diversified financial services
 corporation headquartered in Milwaukee, Wis. with $26.2 billion in assets.
 Founded in 1847, M&I has the largest retail banking presence in Wisconsin with
 over 200 offices throughout the state.  In addition, M&I retail locations are
 located in Phoenix and Tucson, Ariz.; Las Vegas, Nev.; and Naples, Fla.  M&I
 also provides trust and investment management, equipment leasing, mortgage
 banking, financial planning, investments, insurance services and data
 processing from offices throughout the country and on the Internet
 ( http://www.mibank.com or http://www.micorp.com ).  M&I's customer-based
 approach, internal growth and strategic acquisitions have made M&I a
 nationally recognized leader in the financial services industry.
     This press release does not constitute an offer of any securities for
 sale.  Investors and security holders are advised to read the proxy
 statement/prospectus regarding the transaction described in this press release
 when it becomes available, because it will contain important information.  The
 proxy statement/prospectus will be filed with the Securities and Exchange
 Commission by M&I and National City.  Security holders may receive a free copy
 of the proxy statement/prospectus (when available) and other related documents
 filed by M&I and National City at the Commission's website at
 http://www.sec.gov and/or from M&I or National City.
     This document contains or may contain forward-looking statements about
 M&I, National City and the combined company which we believe are within the
 meaning of the Private Securities Litigation Reform Act of 1995.  This
 document contains certain forward-looking statements with respect to the
 financial condition, results of operations, plans, objectives, future
 performance and business of M&I, National City and the combined company
 including statements preceded by, followed by or that include the words
 "believes," "expects," "anticipates" or similar expressions.  These
 forward-looking statements involve certain risks and uncertainties.  There are
 a number of important factors that could cause future results to differ
 materially from historical performance and these forward-looking statements.
 Factors that might cause such a difference include, but are not limited to:
 (1) competitive pressures among depository institutions increase
 significantly; (2) changes in the interest rate environment reduce interest
 margins; (3) prepayment speeds, loan sale volumes, charge-offs and loan loss
 provisions; (4) general economic conditions, either national or in the states
 in which M&I and National City do business, are less favorable than expected;
 (5) legislative or regulatory changes adversely affect the businesses in which
 M&I and National City are engaged; and (6) changes in the securities markets.
 Further information on other factors which could affect the financial results
 of M&I and National City after the merger are included in M&I's and National
 City's filings with the Securities and Exchange Commission.  These documents
 are available free of charge at the Commission's website at http://www.sec.gov
 and/or from M&I or National City.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X96071816
 
 SOURCE  Marshall & Ilsley Corporation