FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: M&I Bank of Mayville
Mayville, Wisconsin
Application for Federal Deposit Insurance (Bank Insurance Fund)

ORDER

The undersigned, acting under delegated authority, has fully considered all facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act relating to the application for Federal deposit insurance for M&I Bank of Mayville (the bank), a proposed limited purpose bank to be headquartered at 209 Horicon Street, Mayville, Wisconsin, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted by the bank for federal deposit insurance be, and the same hereby is, approved subject to the following conditions:

1. That beginning paid-in-capital funds of not less than $2,000,000 shall be provided. Additionally, a ratio of Tier 1 Leverage Capital to total assets of not less than eight percent shall be maintained throughout the first three years of operation;

2. That any changes in proposed management or proposed ownership (10 percent or more of stock), including new acquisitions of, or subscriptions to 10 percent or more of stock, will render this commitment null and void unless such proposal is approved by the Regional Director of the FDIC's Chicago Regional Office ("Regional Director") prior to opening of the bank;

3. That the bank shall operate within the parameters of the business plan submitted to the FDIC. Furthermore, during the first three years of operations, the bank shall notify the Regional Director and the State Banking Commissioner of any proposed major deviation or material change from the submitted plan 60 days before consummation of the change;

4. That the bank will obtain adequate fidelity coverage;

5. That Federal deposit insurance shall not become effective unless and until the applicant has been established as a state bank; that it has authority to conduct a banking business; and that its establishment and operation as a bank have been fully approved by the appropriate State and/or Federal supervisory authority;

6. That the insured institution shall be engaged in the business of receiving deposits, other than trust funds;

7. That until the conditional commitment herein granted becomes effective, the FDIC shall have the right to alter, suspend, or withdraw said commitment should any interim development be deemed to warrant such action; and

8. That if deposit insurance has not become effective within twelve months from the date of the ORDER, or unless, in the meantime a request for an extension of time has been approved by the FDIC, the consent granted shall expire at the end of the said twelve-month period.

Dated at Washington, D.C., this 4th day of April, 2001.

By:________________________________
John M. Lane
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: M&I Bank of Mayville
Mayville, Wisconsin
Application for Federal Deposit Insurance (Bank Insurance Fund)

STATEMENT

Pursuant to the provisions of Section 5 of the Federal Deposit Insurance Act (12 U.S.C. 1815), an application for Federal deposit insurance with membership in the Bank Insurance Fund has been filed on behalf of M&I Bank of Mayville, a proposed special purpose bank, to be headquartered at 209 Horicon Street, Mayville, Dodge County, Wisconsin.

The applicant's parent Holding Company is Marshall & Ilsley Corporation ("M&I"), which is a regional multi-bank holding company that is the second largest bank holding company in Wisconsin with total consolidated assets of $25 billion. The applicant's sole purpose will be to act as the disbursing bank in M&I's delivery of controlled disbursement cash management account services for corporate customers of other full service M&I banks. This service is currently conducted by the M&I Bank of Mayville, Mayville, Wisconsin ("old bank"), which will soon become a branch of the affiliated M&I Marsahll & Ilsley Bank, Milwaukee, Wisconsin, due to M&I's corporate-wide reorganization efforts. M&I's goal is to create a seamless transition for the institutions' customers by maintaining the M&I Bank of Mayville name as well as the bank routing number. The applicant will operate the controlled disbursement cash management account services in the same capacity and within a small area of the same location as the old bank. M&I chose to establish this newly chartered special purpose bank rather than keeping the old bank charter via a purchase and assumption due to tax efficiencies.

For the purposes of this proposal, the investment in fixed assets is reasonable, capital is adequate, future earnings prospects are favorable, and management is considered satisfactory. No formal objections to this application have been filed with the FDIC. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No undue risk to the Bank Insurance Fund is apparent.

Accordingly, based upon a careful evaluation of all available facts and information, the Associate Director, pursuant to delegated authority, has concluded that approval of the application is warranted.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION