| Exhibit 99(a) |
|---------------|

**DESCRIPTIONOF THE MARSHALL & ILSLEY CORPORATION AND METAVANTE CORPORATION SEPARATION TRANSACTION**

| **Description    of the Transactions** |
|----------------------------------------|

     *Set for below is a descriptionof the transactions contemplated by the transaction agreements relating to the proposedseparation of Marshall & Ilsley Corporation and Metavante Corporation (which arereferred to herein as the “transaction agreements”). This description of thematerial aspects of the transactions does not purport to be complete, and is qualified inall respects by reference to the text of the investment agreement, the separationagreement and the tax allocation agreement, each dated as of April 3, 2007, and the formof shareholders agreement and form of stock purchase right agreement, which are attachedas Exhibits (2)(a), (2)(b), (10)(a), (10)(c) and (10)(d), respectively, to Marshall &Ilsley Corporation’s Current Report on Form 8-K filed with the Securities andExchange Commission on April 9, 2007.*

|  | ***Business Entities Involved    in the Transactions*** |
|--|---------------------------------------------------------|

     *Marshall & IlsleyCorporation.*Marshall & Ilsley Corporation(NYSE: MI), a Wisconsin corporation referred to herein as “Marshall &Ilsley,” is a diversified financial services corporation headquartered in Milwaukee,Wisconsin with $58.3 billion in assets. Founded in 1847, M&I Marshall & IlsleyBank, Marshall & Ilsley’s wholly-owned subsidiary, is the largest Wisconsin-basedbank, with 192 offices throughout the state. In addition, Marshall & Ilsley has 48locations throughout Arizona; 30 offices along Florida’s west coast and centralFlorida; 16 offices in Kansas City and nearby communities; 22 offices in metropolitanMinneapolis/St. Paul, and one in Duluth, Minnesota; three offices in Tulsa, Oklahoma; andone office in Las Vegas, Nevada. Marshall & Ilsley’s Southwest Bank subsidiaryhas 17 offices in the greater St. Louis area. Marshall & Ilsley also provides trustand investment management, equipment leasing, mortgage banking, asset-based lending,financial planning, investments, and insurance services from offices throughout thecountry and on the Internet (www.mibank.com or www.micorp.com). Marshall &Ilsley’s customer-based approach, internal growth, and strategic acquisitions havemade Marshall & Ilsley a nationally recognized leader in the financial servicesindustry.

     The business of Marshall &Ilsley, excluding Metavante’s business, is referred to herein as Marshall &Ilsley’s banking business. As described below, following completion of thetransactions described herein, Marshall & Ilsley will be a limited liability companyand will continue to own and operate the banking business but will be a subsidiary of anew publicly-traded company, New M&I Corporation (which is described below), whichwill change its name to “Marshall & Ilsley Corporation” in connection withcompletion of the transactions.

     *Metavante Corporation.*Metavante Corporation, aWisconsin corporation, delivers banking and payments technologies to over 8,600 financialservices firms and businesses worldwide. Metavante’s integrated products and servicesdrive account processing for deposit, loan and trust systems, image-based and conventionalcheck processing, lockbox services, electronic funds transfer, consumer healthcarepayments, electronic presentment and payment, government and merchant processing andbusiness transformation services. Headquartered in Milwaukee, Wisconsin, Metavante iscurrently a wholly-owned subsidiary of Marshall & Ilsley. Metavante Corporation isreferred to herein as “Metavante.”As described below, followingcompletion of the transactions, Metavante will be a direct wholly-owned subsidiary of anew publicly-traded company, Metavante Holding Company (which is described below), andwill continue to own Metavante’s business.

     *Metavante Holding Company*. Metavante Holding Company,a Wisconsin corporation and a direct, wholly-owned subsidiary of Marshall & Ilsley,was formed in March 2007 by Marshall & Ilsley for the purpose of completing thetransactions. Following completion of the transactions, New Metavante will be a separate,publicly-traded company that will own Metavante, which will continue to own the equity ofthe companies that own and operate Metavante’s business. In connection with thecompletion of the transactions, the name of Metavante Holding Company will be changed to“Metavante Technologies, Inc.” Metavante Holding Company is referred to hereinas “New Metavante.” *New M&I Corporation*. New M&I Corporation, aWisconsin corporation and a direct, wholly-owned subsidiary of New Metavante, was formedby New Metavante for the purpose of completing the transactions. Following completion ofthe transactions, New M&I Corporation will be a separate, publicly-traded company thatwill own the equity of the companies that own and operate Marshall & Ilsley’sbanking business. In connection with the completion of the transactions, the name of NewM&I Corporation will be changed to “Marshall & Ilsley Corporation.” NewM&I Corporation is referred to herein as “New Marshall & Ilsley.”*Montana Merger Sub Inc*. Montana Merger Sub Inc., aWisconsin corporation and a direct, wholly-owned subsidiary of New Metavante, was formedby New Metavante for the purpose of effecting a merger with Marshall & Ilsley in 

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connectionwith the completion of the transactions (which is referred to herein as the “holdingcompany merger.” Montana Merger Sub Inc. is referred to herein as “MergerSub.”*WPM, L.P*. WPM, L.P. is a Delawarelimited partnership organized by Warburg Pincus Private Equity IX, L.P., a global privateequity investment fund managed by Warburg Pincus LLC. WPM, L.P. is referred to herein as“Investor.”*Warburg PincusPrivate Equity IX, L.P*. Warburg Pincus Private Equity IX,L.P., a Delaware limited partnership, is a global private equity investment fund managedby Warburg Pincus LLC and is an affiliate of Investor. Under the investment agreement,Investor may, under certain circumstances, assign its rights under the investmentagreement to Warburg Pincus Private Equity IX, L.P. or one or more successor funds to theInvestor each of which is controlled by Warburg Pincus LLC and/or Warburg Pincus & Co.(or a controlled affiliate of one of such entities) and is managed by Warburg Pincus LLCor its affiliates.

|  | ***Overview*** |
|--|----------------|

     On April 3, 2007, Marshall &Ilsley, Merger Sub, Metavante, New Metavante and Investor entered into the investmentagreement pursuant to which, among other things:

- Marshall    & Ilsley will separate into two publicly-traded companies: New Marshall & Ilsley,    which will own andoperate Marshall & Ilsley’s    banking business, and the issued and outstanding common stock of which will beowned 100% by the Marshall    & Ilsley shareholders, and New Metavante, which will own and operateMetavante’s business,    and 75% of the issued and outstanding common stock of which will be owned byMarshall & Ilsley    shareholders and the remaining 25% of which will be owned by Investor; 
- Marshall    & Ilsley’s shareholders will receive three shares of New Marshall & Ilsley    common stock (which isreferred to herein as the “New    Marshall & Ilsley share distribution”) and one share of New Metavante commonstock for every three    shares of Marshall & Ilsley common stock held; 
- Investor    will invest $625 million in New Metavante for an equity interest representing 25% of the    NewMetavante    common stock (which is referred to herein as the “New Metavante share    issuance”); 
- New    Metavante and/or one or more of its subsidiaries will incur approximately $1.75 billion of    indebtedness; 
- Metavante    will pay off certain intercompany indebtedness plus accrued and unpaid interest owed to    Marshall &Ilsley    (the amount currently owed is approximately $982 million) and distribute $1.040 billion of    cash (which isexpected    to include $290 million of Metavante’s excess cash) to New Metavante; and 
- New    Metavante will contribute to New Marshall & Ilsley $1.665 billion in cash (which    includes the $625 millionof proceeds from the investment by    Investor and the $1.040 billion distribution of cash from Metavante (which isexpected to include $290    million of Metavante’s excess cash)). 

As aresult of the completion of the transactions contemplated by the investment agreement,

- each    holder of Marshall & Ilsley common stock as of the effective time of the holding    company merger will havereceived three shares of New Marshall    & Ilsley common stock and one share of New Metavante common stockfor every three shares of    Marshall & Ilsley common stock held of record; 
- Investor    will have received shares of New Metavante common stock that represent 25% of the shares    of NewMetavante    common stock; and 
- each    holder of Marshall & Ilsley common stock as of the effective time of the holding    company merger thatwould otherwise be entitled to    receive fractional shares of New Metavante common stock resulting from theholding company merger will    have received cash in lieu of such fractional shares (and therefore will not receiveshares of New Marshall    & Ilsley common stock in respect of such fractional shares). 

     The shares of New Marshall &Ilsley common stock to be issued to the holders of Marshall & Ilsley common stock willrepresent 100% of the outstanding shares of New Marshall & Ilsley common stock and theshares of New Metavante common stock to be issued to the holders of Marshall & Ilsleycommon stock will represent 75% of the outstanding shares of New Metavante common stock.

|  | ***Timing and Structure of the    Transactions*** |
|--|---------------------------------------------------|

     To accomplish the results describedabove, on the terms and subject to the conditions of the transaction agreements, theparties will engage in the following transactions in the order set forth below. Step 1,the declaration of the conditional distributions and the setting of the record date forthe distributions, is expected to take place a number of days prior to or on the closingdate. Steps 2 through 10 are all expected to occur on the closing date. Step 11, theautomatic conversion of the shares of New Metavante Class A common stock, will occur onthe day following the closing date as described below.

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- *Step 1: Declaration of    Conditional Distributions and Setting of Record Date*. The New Metavante board ofdirectors (which, at that    time, will be comprised of Ted D. Kellner, Dennis J. Kuester, Michael D. Hayford andFrank R. Martire) will    declare a conditional distribution and set the record date for the New Marshall &    Ilsleyshare    distribution. The record date for the distribution is expected to be 5:00 p.m. Central    Standard Time on theclosing date. Because Marshall &    Ilsley and New Metavante will instruct the exchange agent for the holdingcompany merger not to permit    any transfers of shares of New Metavante common stock from the effective timeof the holding company    merger up to and including the record date for the distribution, each holder ofMarshall & Ilsley common    stock that receives shares of New Metavante common stock in the holding companymerger will also be a holder    of record of shares of New Metavante common stock as of the record date for thedistribution and therefore    will receive the shares of New Marshall & Ilsley common stock in the New Marshall    &Ilsley    share distribution. The distribution will be subject to the satisfaction or waiver of the    conditions set forthin the separation agreement and the    investment agreement. 
- *Step 2: Holding Company Merger*. Marshall & Ilsley, New    Metavante and Merger Sub will effect the holdingcompany merger by which Merger Sub    will merge with and into Marshall & Ilsley with Marshall & Ilsleycontinuing as the surviving    corporation and as a direct, wholly-owned subsidiary of New Metavante. In theholding company merger,    every three issued and outstanding shares of Marshall & Ilsley common stock willautomatically convert    into one share of New Metavante common stock. Fractional shares of New Metavantecommon stock will not be    issued in connection with the holding company merger. Holders of shares of commonstock of Marshall &    Ilsley that would otherwise be entitled to receive fractional shares of New Metavantecommon stock resulting    from the holding company merger will be paid cash in lieu of such fractional shares (andtherefore will not    receive shares of New Marshall & Ilsley common stock in the New Marshall & Ilsley    sharedistribution    in respect of such fractional shares as described in Step 10 below). As a result of the    holdingcompany    merger, New Metavante will be a publicly-traded company that will own the equity of the    companiesthat    own and operate Metavante’s business and Marshall & Ilsley’s banking    business. 
- *Step 3: Marshall & Ilsley    Conversion*.    Immediately following the effective time of the holding company merger,Marshall & Ilsley will    convert from a Wisconsin corporation to a Wisconsin limited liability company. Thisconversion is referred    to herein as the “Marshall & Ilsley LLC conversion.” The purpose of the    Marshall &Ilsley    LLC conversion (together with the holding company merger) is to cause New Metavante to be    treated asthe    successor to Marshall & Ilsley for federal income tax purposes, which is necessary for    the transaction to havethe anticipated tax consequences. 
- *Step 4: Metavante Distribution*. Marshall & Ilsley, now    a limited liability company and a direct, wholly-ownedsubsidiary of New Metavante, will    distribute the outstanding shares of Metavante capital stock to NewMetavante, which is referred to    herein as the “Metavante distribution.” Following completion of thisdistribution, Metavante,    which operates Metavante’s business directly or through its subsidiaries, will be a    direct,wholly-owned    subsidiary of New Metavante. 
- *Step 5: Investment by Investor*. Investor will purchase for    $625 million (i) shares of New Metavante Class Acommon stock that, as described below    in Step 11, will automatically convert on a one-for-one basis into sharesof New Metavante common    stock at 12:01 a.m. Eastern Standard Time on the day following the closing date and(ii) a stock purchase    right to acquire additional shares of New Metavante common stock under certaincircumstances. 
- *Step 6: Consummation of the    Debt Financing*. Contemporaneous with the investment    by Investor, NewMetavante and/or one or more of its    subsidiaries will incur approximately $1.75 billion of indebtedness. 
- *Step 7: Payment of    Intercompany Indebtedness; Distribution*. Metavante will pay off certain    intercompanyindebtedness    plus accrued and unpaid interest owed to Marshall & Ilsley (the amount currently owed    isapproximately    $982 million). Immediately following the purchase of shares of Class A common stock byInvestor, the    consummation of the debt financing and the payment of the intercompany indebtedness,    Metavantewill    make a distribution in cash equal to $1.040 billion (which is expected to include $290    million ofMetavante’s    excess cash) to New Metavante. 
- *Step 8: Cash Contribution*. New Metavante will    contribute to New Marshall & Ilsley $1.665 billion in cash(which includes the $625 million of    proceeds from the sale of the New Metavante common stock to Investor andthe $1.040 billion cash    distribution from Metavante (which is expected to include $290 million of Metavante’sexcess cash)). 
- *Step 9: Marshall & Ilsley    Contribution*.    New Metavante will contribute the membership interests of Marshall &Ilsley to New Marshall &    Ilsley, which at that time will be a direct, wholly-owned subsidiary of New Metavante.This contribution is    referred to herein as the “Marshall & Ilsley contribution.” Following these    transactions, New 

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Metavante will have  two direct, wholly-owned subsidiaries: New Marshall & Ilsley, which will own the  equityof the companies that own and operate Marshall & Ilsley’s banking business,  and Metavante, which will operateMetavante’s business directly or through its  subsidiaries.
*Step 10: New Marshall &    Ilsley Share Distribution*. New Metavante will effect the New    Marshall & Ilsley sharedistribution by instructing the    distribution agent to record in the stock transfer records of New Marshall & Ilsleythe distribution of    three shares of New Marshall & Ilsley common stock to each holder of New Metavantecommon stock (other    than the New Metavante Class A common stock) as of the record date for the distributionfor each share of New    Metavante common stock held of record and take the necessary actions to provide for theexchange of shares of    Marshall & Ilsley common stock for shares of New Metavante common stock in theholding company merger (and,    if applicable, a check representing cash in lieu of fractional shares of NewMetavante common stock) and    New Marshall & Ilsley common stock in the New Marshall & Ilsley sharedistribution.
*Step 11: Conversion of Class A    Common Stock*.    At 12:01 a.m. Eastern Standard Time on the day following theclosing date, each share of New    Metavante Class A common stock issued to Investor in Step 5 above willautomatically convert into    one share of New Metavante common stock, which shares of New Metavante commonstock in the aggregate will    represent 25% of the shares of New Metavante common stock. Immediatelyfollowing the conversion of    the New Metavante Class A common stock, the New Metavante common stock willbe the only class of New    Metavante capital stock outstanding.

     The diagrams below show the Marshall& Ilsley companies involved in the transactions prior to the transactions and aftergiving effect to the transactions. 

Diagram1: Current Structure of Marshall & Ilsley, Metavante and New Metavante

 
4Diagram 2: Structure After    Giving Effect to the Transactions
 
*      
To be renamed Metavante Technologies,    Inc. in connection with the completion of the transactions.**      
To be renamed Marshall & Ilsley    Corporation in connection with the completion of the transactions.**The    Holding Company Merger**
     In the holding company merger, MergerSub, a direct, wholly-owned subsidiary of New Metavante, will be merged with and intoMarshall & Ilsley with Marshall & Ilsley continuing as the surviving corporationand as a direct, wholly-owned subsidiary of New Metavante. Every three issued andoutstanding shares of Marshall & Ilsley common stock will automatically convert intoone share of New Metavante common stock; provided, that fractional shares of New Metavantewill not be issued in connection with the holding company merger and holders of shares ofcommon stock of Marshall & Ilsley that would otherwise be entitled to receivefractional shares of New Metavante common stock resulting from the holding company mergerwill be paid cash in lieu of such fractional shares (and therefore will not receive sharesof New Marshall & Ilsley common stock in the New Marshall & Ilsley sharedistribution in respect of such fractional shares) in an amount equal to the value of suchfractional shares based on the last sale price, or the closing bid price if no saleoccurred, of Marshall & Ilsley common stock on the last business day prior to theclosing of the transactions. Each issued and outstanding share of Merger Sub common stockwill automatically convert into one share of common stock of the surviving corporation. Asa result of the holding company merger, New Metavante will be a publicly-traded companythat will own the equity of the companies that own and operate Marshall &Ilsley’s banking business and Metavante’s business.

     Prior to the effective time of theholding company merger, New Metavante’s board of directors will adopt, and Marshall& Ilsley, as the sole shareholder of New Metavante at that time, will approve restatedarticles of incorporation and amended and restated by-laws. The New Metavante restatedarticles of incorporation and amended and restated by-laws will contain provisions thatdiffer from those of Marshall & Ilsley’s articles of incorporation and amendedand restated by-laws. In addition, prior to the closing, New Metavante will enter into theshareholders agreement with Investor.
**The    Investment by Investor**
     Immediately following the Metavantedistribution, Investor will purchase from New Metavante shares of New Metavante Class Acommon stock and a stock purchase right for an aggregate purchase price of $625 million,which is referred to herein as the “equity investment.” The terms of the NewMetavante Class A common stock provide that shares of such class are not entitled toparticipate in the New Marshall & Ilsley share distribution. At 12:01 a.m. EasternStandard Time on the day following the closing date, each share of New Metavante Class Acommon stock will automatically convert into one share of New Metavante common stock,which shares of New Metavante common stock in the aggregate will represent 25% of theshares of New Metavante common stock.

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     The investment agreement providesthat, at the closing of the transactions, New Metavante and Investor will enter into astock purchase right agreement, which gives Investor the right to purchase shares ofcommon stock of New Metavante if employee stock options that are outstanding immediatelyfollowing the New Marshall & Ilsley share distribution are exercised after the sharedistribution. The stock purchase right agreement will ensure that Investor will own 25% ofthe common stock of New Metavante following consummation of the issuance and sale by NewMetavante to Investor of New Metavante Class A common stock. 
**Debt    Financing**
     Substantially contemporaneously withthe investment by Investor, New Metavante and/or one or more of its subsidiaries willenter into a credit facility providing for a $1.75 billion term loan and a $250 millionrevolving credit facility, which is referred to herein collectively as the “creditfacility.” Metavante has obtained a commitment letter from JPMorgan, JPMorgan ChaseBank, N.A., Morgan Stanley Senior Funding, Inc., Lehman Brothers Commercial Bank, LehmanCommercial Paper Inc., Lehman Brothers Inc., and Baird Financial Corporation, and certainof their respective affiliates, to provide the credit facility.
**The    New Marshall & Ilsley Share Distribution**
     On or prior to the closing date, NewMarshall & Ilsley’s board of directors will adopt, and New Metavante, as the soleshareholder of New Marshall & Ilsley at that time, will approve restated articles ofincorporation and amended and restated by-laws. The New Marshall & Ilsley restatedarticles of incorporation and amended and restated by-laws will contain provisions thatdiffer from those of Marshall & Ilsley’s articles of incorporation and by-laws.Prior to the New Marshall & Ilsley share distribution, New Marshall & Ilsley andNew Metavante will cause the number of outstanding shares of New Marshall & Ilsleycommon stock to be increased to at least equal to the number of shares to be distributedto holders of record of New Metavante common stock in the New Marshall & Ilsley sharedistribution.

     At the time established by the NewMetavante board of directors, which will be on the closing date and after 5:00 p.m.Eastern Standard Time, New Metavante will effect the New Marshall & Ilsley sharedistribution.

     New Metavante will effect the NewMarshall & Ilsley share distribution by instructing the distribution agent to recordin the stock transfer records of New Marshall & Ilsley the distribution of threeshares of New Marshall & Ilsley common stock to each holder of New Metavante commonstock (other than the New Metavante Class A common stock) as of the record date for thedistribution for each share of New Metavante common stock held of record. 
**Restrictions    on Payment of Dividends**
     Under the Wisconsin businesscorporation law, which is referred to herein as the “WBCL,” distributions arepaid at the discretion of the board of directors of a Wisconsin corporation. The board mayauthorize, and the corporation may make, distributions to its shareholders, including inconnection with the repurchase of the corporation’s shares, in amounts to bedetermined by the board, unless: (i) after the distribution the corporation would not beable to pay its debts as they become due in the usual course of business or (ii) thecorporation’s total assets after the distribution would be less than the sum of itstotal liabilities, plus, unless the articles of incorporation provide otherwise, theamount that would be needed, upon dissolution, to satisfy the preferential rights ofshareholders whose preferential rights are superior to those receiving the distribution,if the corporation were to be dissolved at the time of the distribution. Additionally,Section 183.0607 of the Wisconsin limited liability companies act, which is referred toherein as the “WLLCA,” contains a similar prohibition with respect todistributions by limited liability companies. 

     In addition, under U.S. federalbankruptcy laws or comparable provisions of state fraudulent transfer or fraudulentconveyance laws, a transfer or conveyance or the incurrence of an obligation is fraudulentif at the time of such transfer or conveyance or incurrence of such obligation, thetransferor or obligor (a) made such transfer or conveyance or incurred such obligationwith the intent to hinder, delay or defraud any present or future creditor or (b) receivedless than reasonably equivalent value or fair consideration for the transfer or conveyanceor for the incurrence of the obligation and (i) was insolvent or rendered insolvent byreason of such transfer or conveyance or the incurrence of such obligation, (ii) wasengaged in a business or transaction for which its remaining assets constitutedunreasonably small capital, or (iii) intended to incur, or believed that it would incur,debts beyond its ability to pay as such debts mature. 

     The measures of insolvency may varydepending upon the applicable law. As a general matter, a transferor or obligor will beconsidered insolvent if (a) the sum of its debts, including contingent liabilities, isgreater than the saleable value of its assets, (b) the present fair saleable value of itsassets is less than the amount that would be required to pay its probable liabilities onits existing debts, including contingent liabilities as they become absolute and mature or(c) it cannot pay its debts as they become due. 

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     These provisions will apply to NewMetavante in connection with it declaring and effecting the distributions and to Metavantein connection with the transfer to New Metavante of the proceeds of the debt financing, asapplicable. New Metavante must also have adequate capital in excess of the amount of theNew Marshall & Ilsley share distribution, be solvent at the time of the making of theNew Marshall & Ilsley share distribution and not become insolvent as a result ofmaking such distribution. 

     It is a condition to the closing ofthe transactions that the Marshall & Ilsley Board, New Metavante and Metavante havereceived opinions of a valuation firm with respect to the capital adequacy and solvency ofcertain of the entities involved in the transactions.
**Receipt    of Shares and Cash In Lieu of Fractional Shares**
     Holders of common stock of Marshall& Ilsley that are entitled to receive shares of New Metavante in the holding companymerger and shares of New Marshall & Ilsley common stock and cash in lieu of fractionalshares in the New Marshall & Ilsley share distribution will receive those shares andcash in the manner described below.

*New Metavante and New Marshall& Ilsley Shares.*The exchange agent will: 
- record    in the stock transfer records of New Metavante the issuance of one share of New Metavante    commonstock to    each holder of Marshall & Ilsley common stock as of the effective time of the holding    company mergerfor    every three shares of Marshall & Ilsley common stock held of record; and 
- record    in the stock transfer records of New Marshall & Ilsley the distribution of three    shares of New Marshall &Ilsley common stock to each holder of    New Metavante common stock (other than the New Metavante Class Acommon stock) as of the record date    for distributions for each share of New Metavante common stock held ofrecord. 

     In addition, following the closingdate, the exchange agent will mail to holders of record of stock certificates representingshares of Marshall & Ilsley common stock a letter of transmittal and instructions onhow to surrender their shares of Marshall & Ilsley common stock. Upon surrender ofsuch shares to the exchange agent, each such holder will receive the number of shares ofNew Metavante common stock into which such holder’s shares of Marshall & Ilsleycommon stock were converted in the holding company merger (and, if applicable, a checkrepresenting cash in lieu of fractional shares of New Metavante common stock) and thenumber of shares of New Marshall & Ilsley common stock distributed to such holder inthe New Marshall & Ilsley share distribution. Unless holders of stock certificatesrepresenting shares of Marshall & Ilsley common stock request physical certificates inthe letter of transmittal, they will receive shares of New Metavante common stock andshares of Marshall & Ilsley common stock in book-entry form.

     Holders of shares of Marshall &Ilsley common stock that are not represented by one or more stock certificates, includingshares held in “street name” through a broker, will receive the applicablenumber of shares of New Metavante common stock (and, if applicable, a check representingcash in lieu of fractional shares of New Metavante common stock) and the applicable numberof shares of New Marshall & Ilsley common stock without any action on the part of suchholders and will receive shares of New Metavante common stock and shares of New Marshall& Ilsley common stock in book-entry form.

     *Fractional Shares of NewMetavante*.Fractional shares of New Metavante will not be issued in connection with the holdingcompany merger. Holders of shares of common stock of Marshall & Ilsley that wouldotherwise be entitled to receive fractional shares of New Metavante resulting from theholding company merger will be paid cash in lieu of such fractional shares (and thereforewill not receive shares of New Marshall & Ilsley common stock in respect of suchfractional shares) in an amount equal to the value of such fractional shares based on thelast sale price, or the closing bid price if no sale occurred, of Marshall & Ilsleycommon stock on the last business day prior to the closing of the transactions. Followingthe closing date, the distribution agent will pay to holders of record of New Metavantecommon stock (other than the New Metavante Class A common stock) as of the record date forthe distribution the amount of cash in lieu of fractional shares of New Metavante to whichsuch holder is entitled. 

Forexample, a holder of 100 shares of Marshall & Ilsley common stock will receive: 
- 33    shares of New Metavante common stock plus cash in lieu of the one-third share of New    Metavante commonstock that you would otherwise be    entitled to receive; and 
- 99    shares of New Marshall & Ilsley common stock. 

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**Determinationof Investment by Investor; Stock Purchase Right Agreement**

     New Metavante will issue new sharesof its Class A common stock to Investor (referred to herein as the “New Metavanteshare issuance”) in order to provide Investor with shares of New Metavante Class Acommon stock that will be convertible into shares of New Metavante common stockrepresenting 25% of the shares of New Metavante common stock.

     The number of shares of New Metavantecommon stock that would represent 25% of the New Metavante common stock at the closing ofthe transactions could not be fixed on the date of execution of the investment agreement,however, because the number of issued and outstanding shares of Marshall & Ilsley willchange between the date of execution of the investment agreement and the closing date.Accordingly, the investment agreement provides for a formula pursuant to which Investorand Marshall & Ilsley mutually will determine the number of shares of New MetavanteClass A common stock to be acquired by Investor in the New Metavante share issuance sothat such shares will convert into shares of New Metavante common stock representing 25%of the shares of New Metavante common stock, which number will be determined bymultiplying (i) one-third by (ii) the sum of the number of shares of Marshall & Ilsleycommon stock outstanding immediately prior to the closing of the transactions and thenumber of restricted shares of Marshall & Ilsley common stock outstanding at thattime.

     The investment agreement providesthat, at the closing of the transactions, New Metavante and Investor will enter into astock purchase right agreement, which gives Investor the right to purchase shares ofcommon stock of New Metavante if employee stock options that are outstanding immediatelyfollowing the New Marshall & Ilsley share distribution are exercised after the sharedistribution. The stock purchase right agreement will ensure that Investor will own 25% ofthe common stock of New Metavante following consummation of the issuance and sale by NewMetavante to Investor of New Metavante Class A common stock. 
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