Fitch Affs Marshall & Ilsley; National City Bancorp On Rtg Watch Pos.

Business Editors

NEW YORK--(BUSINESS WIRE)--May 2, 2001

Fitch affirms its' ratings of Marshall & Ilsley Corporation (MI) following its' announced definitive agreement to acquire Minneapolis-based National City Bancorporation (NCBM).

In addition, Fitch has placed the ratings of National City Bancorporation on Rating Watch Positive with the expectations that ratings will be raised to MI's level when the transaction closes. The exchange of stock transaction, which is valued at approximately $250 million, is expected to close by year-end 2001 (YE01) pending NCBM shareholder and regulatory approvals. The transaction will be accounted for as a purchase. NCBM adds approximately $1.2 billion in assets boosting MI's assets to approximately $27.4 billion and will augment MI's existing lending operations in the Minneapolis area. NCBM, which has two offices in metropolitan Minneapolis, operates primarily as a business bank and also has $2 billion in trust assets including $900 million under management. In addition, NCBM owns a commercial finance company, Diversified Business Credit, Inc. (DBCI), which specializes in providing loans to small and middle market businesses. MI anticipates that it will be able to expand DBCI, which currently has $300 million in loans, across its larger footprint. NCBM is generally a well-managed company that has enjoyed healthy margins and sound returns. However, asset quality measures have had a tendency to fluctuate reflecting the higher risk characteristics of DBCI and the out-sized portion of this portfolio on NCBM's balance sheet. Naturally, this portfolio will be only a small part of the much larger combined entity.

Ratings Affirmed:

Marshall & Ilsley Corporation --Long-term/senior 'A+'; --Short-term 'F1+'; --Individual 'A/B'; --Support '5'.

M&I Marshall & Ilsley Bank --Long-term/senior 'A+'; --Long-term deposits 'AA-`; --Short-term 'F1+'; --Short-term deposits 'F1+'; --Individual 'A/B'; --Support '5'.

Rating Watch Positive:

National City Bancorporation --Long-term/senior 'BBB'; --Short-term 'F2'; --Individual 'B'; --Support '5'.

National City Bank-Minneapolis --Long-term/senior 'BBB'; --Long-term deposits 'BBB'; --Short-term 'F2'; --Short-term deposits 'F2'; --Individual 'B'; --Support '5'.