EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this ?Agreement?) is entered into as of April 3, 2007, between Metavante Holding Company, a Wisconsin corporation (?MVT Holding?), Metavante Corporation, a Wisconsin corporation (?MVT Corp.?) (MVT Holding and MVT Corp., collectively, the ?MVT Parties?), New M&I Corporation, a Wisconsin corporation (?New MI Corp.?), and Marshall & Ilsley Corporation, a Wisconsin corporation (?MI Corp.?) (New MI Corp. and MI Corp., collectively, the ?MI Parties?). Capitalized terms used herein and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.

WHEREAS, the MVT Parties, MI Corp. and Merger Sub, a Wisconsin corporation (?Merger Sub?), have entered into an Investment Agreement, dated as of the date hereof (the ?Investment Agreement?) with WPM, L.P., a Delaware limited partnership (?Investor?), pursuant to which Investor will purchase shares of MVT Holding common stock;

WHEREAS, the MVT Parties and the MI Parties have entered into a Separation Agreement dated as of the date hereof (the ?Separation Agreement?) pursuant to which MVT Holding will distribute to the holders of shares of MVT Holding common stock (?MVT Holding Common Stock?), all of the issued and outstanding shares of New MI Corp. common stock (?New MI Corp. Common Stock?) on a pro rata basis (the ?Distribution?); and

WHEREAS, in furtherance of the foregoing, the MVT Parties and the MI Parties 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:

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) MVT Holding and its Subsidiaries (other than New MI Corp. and its Subsidiaries) shall not be considered Affiliates of New MI Corp and (ii) New MI Corp. and its Subsidiaries shall not be considered Affiliates of MVT Holding.

1.2. Agreement. ?Agreement? means this Employee Matters Agreement and all amendments made hereto from time to time.

1.3. Business Day. ?Business Day? means any day on which banks are not required or authorized to close in the City of New York.

1.4. 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.

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1.5. Code. ?Code? means the Internal Revenue Code of 1986, as amended from time to time.

1.6. Distribution. ?Distribution? means a distribution by MVT Holding to its shareholders on a pro rata basis of all of the issued and outstanding shares of New MI Corp. common stock.

1.7. Distribution Date. ?Distribution Date? means the date that the Distribution is effective.

1.8. DOL. ?DOL? means the United States Department of Labor.

1.9. ERISA. ?ERISA? means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.10. FMLA. ?FMLA? means the Family and Medical Leave Act of 1993, as amended from time to time.

1.11. HCFA. ?HCFA? means the United States Health Care Financing Administration.

1.12. Intrinsic Value. ?Intrinsic Value? means, in the case of a MI Corp. Option prior to the Distribution Date, the difference, if any, between the MI Corp. Pre-Distribution Stock Price and the exercise price per share of MI Corp. Common Stock subject to such MI Corp. Option, multiplied by the number of shares of MI Corp. Common Stock subject to such MI Corp. Option.

1.13. IRS. ?IRS? means the United States Internal Revenue Service.

1.14. MI Corp. ?MI Corp.? means MI Corporation, a Wisconsin corporation.

1.15. MI Corp. Pre-Distribution Stock Price. ?MI Corp. Pre-Distribution Stock Price? means the closing price per share of MI Corp. Common Stock on the last full Business Day (as defined in the Investment Agreement) occurring before the date on which MI Corp. Common Stock begins to trade ?ex-distribution.?

1.16. MI Deferred Compensation Plans. ?MI Deferred Compensation Plans? means the MI Corp. Amended and Restated Executive Deferred Compensation Plan and the MI Corp. 2005 Executive Deferred Compensation Plan, as amended.

1.17. MI Group. ?MI Group? means New MI Corp., MI Corp. and each of the Subsidiaries of MI Corp., but not including any member of the MVT Group.

1.18. MI Health Plans. ?MI Health Plans? means all medical, pharmaceutical, and dental plans, programs or arrangements maintained by MI Corp. or another member of the MI Group for the benefit of the employees of the members of the MI Group.

1.19. MI Health and Welfare Plans. ?MI Health and Welfare Plans? means the health and welfare plans maintained by MI Corp. or another member of the MI Group for the benefit of employees and retirees of the MI Group as of the Distribution Date.

1.20. MI Option. ?MI Option? means an option to purchase shares of MI Corp. common stock which was granted under an MI Option Plan and is outstanding immediately prior to the Distribution.

1.21. MI Option Plans. ?MI Option Plans? means the 1989, 1997, 2000 and 2003 Executive Stock Option and Restricted Stock Plans, the 1993 Executive Stock Option Plan, the 2006 Equity Incentive Plan of MI Corp., the 1995 Director Stock Option Plan, and all option plans sponsored by entities acquired by MI Corp. or an Affiliate of MI Corp., as amended.

1.22. MI Retirement Program. ?MI Retirement Program? means the tax-qualified defined contribution and 401(k) plan sponsored by MI Corp. or another member of the MI Group.

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1.23. MI VEBAs. ?MI VEBAs? means the MI Corp. Corporation Voluntary Employee Benefits Association Trusts which are intended to be voluntary employees? beneficiary associations under Code Section 501(c)(9).

1.24. MVT Corp. ?MVT Corp.? means MVT Corporation, a Wisconsin corporation.

1.25. MVT Group. ?MVT Group? means MVT Holding, MVT Corp. and each direct and indirect Subsidiary of MVT Corp. or MVT Holding other than a member of the MI Group.

1.26. MVT Employee. ?MVT Employee? means any individual who, as of the Distribution Date, is: (a) either actively employed by, or on a leave of absence from, a member of the MVT Group; (b) a MVT Terminated Employee; (c) an alternate payee under a QDRO, alternate recipient under a QMCSO, beneficiary, covered dependent, or qualified beneficiary (as such term is defined under COBRA), in each case, of an employee or former employee, described in clause (a) or (b) with respect to that employee?s or former employee?s benefit under the applicable Plan(s) (unless specified otherwise in this Agreement, such an alternate payee, alternate recipient, beneficiary, covered dependent, or qualified beneficiary shall not otherwise be considered a MVT Employee with respect to any benefits he or she accrues or accrued under any applicable Plan(s), unless he or she is a MVT Employee by virtue of clause (a) or (b)); or (d) an employee or group of employees designated by the MI Group and MVT Group, by mutual agreement, as MVT Employees. An employee may be a MVT Employee pursuant to this Section regardless of whether such employee is, as of the Distribution Date, alive, actively employed, on a temporary leave of absence from active employment, on layoff, terminated from employment, retired or on any other type of employment or post-employment status relative to a MI Health and Welfare Plan or the MI Retirement Program, and regardless of whether, as of the Distribution Date, such employee is then receiving any benefits from a MI Health and Welfare Plan or the MI Retirement Program. Notwithstanding anything else contained herein, the determination of whether the individuals who provide services to both MI Corp. and MVT Corp. listed on Exhibit A hereto are MVT Employees shall be based upon whether they are designated on such exhibit as ?MVT Employees? or ?Not MVT Employees?. The parties may modify Exhibit A hereto by mutual agreement.

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