EMPLOYEE MATTERS AGREEMENT





     This EMPLOYEE MATTERS AGREEMENT (this "Agreement") is entered into as of -

July 13, 2000, between Marshall & Ilsley Corporation ("M&I"), a Wisconsin

corporation, and Metavante Corporation ("Metavante"), a Wisconsin corporation.

Capitalized terms used herein and not otherwise defined, shall have the

respective meanings assigned to them in Article I hereof.



     WHEREAS, as set forth in the General Assignment and Assumption Agreement

dated as of July 1, 2000 (the "Assignment and Assumption Agreement"), and

subject to the terms and conditions thereof, M&I has transferred and assigned to

Metavante substantially all of the assets and liabilities currently associated

with the Metavante Business (as defined in the Assignment and Assumption

Agreement) and the stock or similar interests currently held by M&I in

subsidiaries and other entities that conduct such business (the "Transfer");



     WHEREAS, M&I and Metavante currently contemplate that, following the

Transfer, Metavante will make an initial public offering (the "IPO") of

Metavante common stock that will reduce M&I's ownership of Metavante on a fully

diluted basis to not less than eighty and one-tenth percent (80.1%);



     WHEREAS, M&I intends, sometime after the IPO, to distribute all of its

shares of Metavante common stock to M&I shareholders on a pro rata basis (the

"Distribution");



     WHEREAS, the Transfer and the Distribution are intended to qualify as a

tax-free reorganization and distribution under sections 368(a)(1)(D) and 355 of

the Code; and



     WHEREAS, in furtherance of the foregoing, M&I and Metavante have agreed to

enter into this Agreement to allocate between them assets, liabilities and

responsibilities with respect to certain employee compensation, benefit plans

and programs, and certain employment matters with respect to their employees.



     NOW, THEREFORE, in consideration of the foregoing and the covenants and

agreements set forth below, the parties hereto agree as follows:



                                   ARTICLE I



                                  DEFINITIONS



     Wherever used in this Agreement, the following terms shall have the

meanings indicated below, unless a different meaning is plainly required by the

context. The singular shall include the plural, unless the context indicates

otherwise. Headings of sections are used for convenience of reference only, and

in case of conflict, the text of this Agreement, rather than such headings,

shall control:

<PAGE>



     1.1.  Affiliate. "Affiliates" means, with respect to any specified Person,

           ---------

any Person that directly, or indirectly through one or more intermediaries,

controls, or is controlled by, or is under common control with such specified

Person; provided, however, that for purposes of this Agreement, (i) M&I and its

Subsidiaries (other than Metavante and its Subsidiaries) shall not be considered

Affiliates of Metavante and (ii) Metavante and its Subsidiaries shall not be

considered Affiliates of M&I.



     1.2.  Agreement. "Agreement" means this Employee Matters Agreement and all

           ---------

amendments made hereto from time to time.



     1.3.  COBRA. "COBRA" means the continuation coverage requirements for

           -----

"group health plans" under Title X of the Consolidated Omnibus Budget

Reconciliation Act of 1985, as amended from time to time, and as codified in

Code Section 4980B and ERISA Sections 601 through 608.



     1.4.  Code. "Code" means the Internal Revenue Code of 1986, as amended

           ----

from time to time.



     1.5.  DOL.  "DOL" means the United States Department of Labor.

           ---



     1.6.  Distribution. "Distribution" means a distribution by M&I to its

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

shareholders on a pro rata basis of all the shares of Metavante Stock owned by

M&I.



     1.7.  Distribution Date. "Distribution Date" means the date that the

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

Distribution is effective.



     1.8.  ERISA. "ERISA" means the Employee Retirement Income Security Act of

           -----

1974, as amended from time to time.



     1.9.  FMLA. "FMLA" means the Family and Medical Leave Act of 1993, as

           ----

amended from time to time.



     1.10.  HCFA. "HCFA" means the United States Health Care Financing

            ----

Administration.



     1.11.  IRS. "IRS" means the United States Internal Revenue Service.

            ---



     1.12.  M&I. "M&I" means Marshall & Ilsley Corporation, a Wisconsin

            ---

corporation.  In all such instances in which M&I is referred to in this

Agreement, it shall also be deemed to include a reference to each member of the

M&I Group, unless it specifically provides otherwise.



     1.13.  M&I Deferred Compensation Plan. "M&I Deferred Compensation Plan"

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

means the Marshall & Ilsley Corporation Executive Deferred Compensation Plan, as

amended.



     1.14.  M&I Group. "M&I Group" means M&I and each Affiliate of M&I (or any

            ---------

predecessor organization thereof), but not including any member of the Metavante

Group.

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