16,500,000 Shares



                             METAVANTE CORPORATION



                                 Common Stock



                            UNDERWRITING AGREEMENT

                            ----------------------



                                                                __________, 2000



DONALDSON, LUFKIN & JENRETTE

 SECURITIES CORPORATION

CREDIT SUISSE FIRST BOSTON CORPORATION

SALOMON SMITH BARNEY INC.

UBS WARBURG

ROBERT W. BAIRD & CO. INCORPORATED

DLJDIRECT INC.

 As representatives of the several

 Underwriters named in Schedule I hereto

c/o Donaldson, Lufkin & Jenrette

 Securities Corporation

277 Park Avenue

New York, New York 10172



Dear Sirs:



     Metavante Corporation, a Wisconsin corporation (the "Company") and wholly

owned subsidiary of Marshall & Ilsley Corporation, a Wisconsin corporation

("M&I"), proposes to issue and sell 16,500,000 shares (the "Firm Shares") of its

common stock, $.01 par value ("Common Stock") to the several underwriters named

in Schedule I hereto (the "Underwriters"). The Company also proposes to issue

and sell to the several Underwriters not more than an additional 2,475,000

shares (the "Additional Shares") of its Common Stock if requested by the

Underwriters as provided in Section 2 hereof. The Firm Shares and the Additional

Shares are hereinafter referred to collectively as the "Shares."



     The Shares are being issued and sold pursuant to a Reorganization Agreement

dated as of July 13, 2000 (the "Reorganization Agreement") between M&I and the

Company. The relationship between, and the obligations of, the Company and its

subsidiaries, on the one hand, and M&I and its subsidiaries, on the other, will

be governed by the Registration Rights Agreement, the General Assignment and

Assumption Agreement, the Tax Sharing Agreement, the Employee Matters Agreement,

the Lease Agreement, the Administrative Services Agreement, the Outsourcing

Agreement, the Professional Services Agreement, the Banking Services Agreement

and any other agreements between the Company and its subsidiaries, on the



                                       1

<PAGE>



one hand, and M&I and its subsidiaries, on the other hand, which may be listed

as exhibits to the Registration Statement (as defined herein) (together with the

Reorganization Agreement, the "Transaction Documents"), each in the form

described in the Registration Statement and the Prospectus (as defined herein).



     Each of the Company and M&I hereby confirms its agreements with the

Underwriters as follows.



     Section 1.  Registration Statement and Prospectus.  The Company has

prepared and filed with the Securities and Exchange Commission (the

"Commission") in accordance with the provisions of the Securities Act of 1933,

as amended, and the rules and regulations of the Commission thereunder

(collectively, the "Act"), a registration statement on Form S-1, including a

prospectus, relating to the Shares. The registration statement, as amended at

the time it became effective, including the information (if any) deemed to be

part of the registration statement at the time of effectiveness pursuant to Rule

430A under the Act, is hereinafter referred to as the "Registration Statement;"

and the prospectus in the form first used to confirm sales of Shares is

hereinafter referred to as the "Prospectus." If the Company has filed or is

required pursuant to the terms hereof to file a registration statement pursuant

to Rule 462(b) under the Act registering additional shares of Common Stock (a

"Rule 462(b) Registration Statement"), then, unless otherwise specified, any

reference herein to the term "Registration Statement" shall be deemed to include

such Rule 462(b) Registration Statement.

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