<PAGE>
                                                           Exhibit 99(b)

            UNAUDITED CONDENSED PRO FORMA CONSOLIDATED
           FINANCIAL STATEMENTS OF NEW MARSHALL & ILSLEY

        On April 3, 2007, Marshall & Ilsley Corporation ("Marshall &
Ilsley"), Metavante Corporation ("Metavante"), WPM, L.P., a limited
partnership affiliated with Warburg Pincus Private Equity IX, L.P.
("Warburg Pincus"), and others entered into an investment agreement
pursuant to which,

        Marshall & Ilsley will separate into two publicly-traded companies,
        referred to herein as "New Marshall & Ilsley" and "New Metavante."
        New Marshall & Ilsley will own and operate Marshall & Ilsley's
        banking business, the issued and outstanding common stock of which
        will be 100% owned by Marshall & Ilsley shareholders.  New
        Metavante will own and operate Metavante's business, the issued and
        outstanding common stock of which will be 75% owned by Marshall &
        Ilsley shareholders and the remaining 25% will be owned by Warburg
        Pincus;

        Marshall & Ilsley's shareholders will receive three shares of New
        Marshall & Ilsley common stock and one share of New Metavante
        common stock for every three shares of Marshall & Ilsley common
        stock held;

        Warburg Pincus will invest $625 million in New Metavante for an
        equity interest representing 25% of New Metavante common stock;

        New Metavante and/or one or more of its subsidiaries will incur
        approximately $1.75 billion of indebtedness; and

        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 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 Warburg Pincus).

        As a result of 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 have received three shares
        of New Marshall & Ilsley common stock and one share of New
        Metavante common stock for every three shares of Marshall & Ilsley
        common stock held of record;

        Warburg Pincus will have received shares of New Metavante common
        stock that represent 25% of the shares of New Metavante common
        stock and a stock purchase right to acquire additional shares under
        certain circumstances in order to maintain its 25% ownership; and

        each holder of Marshall & Ilsley common stock as of the effective
        time of the holding company merger that would otherwise be entitled
        to receive fractional shares of New Metavante common stock
        resulting from the holding company merger will have received cash
        in lieu of such fractional shares (and therefor will not receive
        shares 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 will represent 100% of the
outstanding shares of New Marshall & Ilsley common stock and the shares
of New Metavante common stock to be issued to the holders of Marshall &
Ilsley common stock will represent 75% of the outstanding shares of New
Metavante common stock.

        The unaudited condensed pro forma consolidated balance sheet of New
Marshall & Ilsley reflects the unaudited condensed consolidated
historical balance sheet of Marshall & Ilsley as of June 30, 2007 as if
the transactions had occurred on that date.  The unaudited condensed pro
forma consolidated income statements of New Marshall & Ilsley reflect the
operations of Marshall & Ilsley for the six months ended June 30, 2007
and the operations of Marshall & Ilsley for the year ended December 31,
2006 as if the transactions had occurred on January 1, 2006.  The
unaudited condensed pro forma consolidated income statements for the
years ended December 31, 2005 and 2004, respectively, are derived from
the historical financial statements of Marshall & Ilsley and have been
adjusted only for the removal of operations of Metavante.  Metavante's
historical financial information has been re-formatted to conform to the
Marshall & Ilsley's bank holding company format used in the presentation
of unaudited condensed pro forma consolidated financial statements.

<PAGE> 2
        The unaudited condensed pro forma consolidated financial statements
of New Marshall & Ilsley presented below are derived from the historical
consolidated financial statements of Marshall & Ilsley and adjusted to
give effect to, among other things:

        the contribution of Marshall & Ilsley to New Marshall & Ilsley;

        the distribution of approximately 257,112,705 shares of New
        Marshall & Ilsley common stock in connection with the New Marshall
        & Ilsley share distribution (based on the number of shares of
        Marshall & Ilsley outstanding as of June 30, 2007);

        the receipt of certain amounts of cash from New Metavante; and

        the removal of the operations of Metavante.

        The share numbers and dollar and settlement amounts are based on
Marshall & Ilsley share numbers and balances as of and for the periods
presented.

        Regardless of the exact legal order of the various transactions,
items that impact New Metavante are reflected in the unaudited condensed
pro forma consolidated financial statements of New Metavante and items
that impact New Marshall & Ilsley are reflected in the unaudited
condensed pro forma consolidated financial statements of New Marshall &
Ilsley.

        The pro forma adjustments are based upon available information and
assumptions that management of New Marshall & Ilsley believes are
reasonable; however, such adjustments are subject to change. In addition,
such adjustments are estimates and may not prove to be accurate.

        The unaudited condensed pro forma consolidated income statements
presented below do not reflect any one-time charges or changes in certain
costs expected to result from the transactions.  Non-recurring charges
related to the transaction, except for those costs actually incurred in
the six months ended June 30, 2007, have been excluded from the unaudited
condensed pro forma consolidated income statements.  The additional
estimated pre-tax, one-time charges that have been excluded include
approximately $12.2 million related to the issuance of equity-based
awards and approximately $19.7 million of transaction expenses. In
addition, the unaudited condensed pro forma consolidated income
statements do not give effect to reductions in certain costs New Marshall
& Ilsley expects to occur associated with operating as a stand-alone
company.

        The unaudited condensed pro forma consolidated financial statements
are for illustrative purposes only and do not reflect what New Marshall &
Ilsley's consolidated financial position or results of operations would
have been had the transactions occurred on the dates indicated and are
not indicative of New Marshall & Ilsley's future financial position and
future results of operations.  The consolidated financial statements of
New Marshall & Ilsley will reflect the effects of the transactions only
from the date of completion of the transactions.
The unaudited condensed pro forma consolidated financial statements
should be read in conjunction with the accompanying notes and the other
financial information included or incorporated by reference in the
registration statement on Form S-4, as amended, of Metavante Holding
Company relating to the transactions.


<PAGE>
<PAGE> 3
     Unaudited Condensed Pro Forma Consolidated Balance Sheet
                        of New Marshall & Ilsley

                           As of June 30, 2007
                     ($000's except per share data)
<TABLE>
<CAPTION>
                           Historical    Historical                                 Pro Forma
                          Consolidated  Consolidated                               Consolidated
                            Marshall &   Metavante                                 New Marshall
                              Ilsley        (1)        Sub-Total   Adjustments     & Ilsley (5)
                          ---------------------------------------------------------------------
                                                                     Amount    Ref
                          ---------------------------------------------------------------------
<S>                      <C>          <C>          <C>           <C>         <C> <C>
Cash & cash equivalents   $  1,769,417 $  (50,489)  $  1,718,928  $               $ 1,718,928
Interest bearing deposits
  at other banks                17,597      (2,269)        15,328                       15,328
Investment securities        7,626,505     (82,948)     7,543,557                    7,543,557
Loans held for sale             94,766           0         94,766                       94,766
Loans and leases,
  net of unearned income    43,190,838     978,758     44,169,596    (982,000) (3)  43,187,596
Allowance for loan
  and lease losses            (431,012)          0       (431,012)                    (431,012)
                           ------------ -----------   ------------  ----------     ------------
Net loans and leases        42,759,826     978,758     43,738,584    (982,000)      42,756,584
Premises and equipment, net    586,466    (130,142)       456,324                      456,324
Goodwill and
  other intangibles          3,418,568  (1,673,255)     1,745,313                    1,745,313
Accrued interest
  and other assets           2,024,584    (567,319)     1,457,265                    1,457,265
                           ------------ -----------   ------------  ----------     ------------
Total assets              $ 58,297,729 $(1,527,664)  $ 56,770,065  $ (982,000)    $ 55,788,065
                           ============ ===========   ============  ==========     ============

Total deposits            $ 34,988,284 $   550,809   $ 35,539,093  $ (290,000) (4)$ 35,249,093
Short-term borrowings        8,171,987        (233)     8,171,754  (2,357,000) (4)   5,814,754
Accrued expenses and
  other liabilities          1,494,779    (720,920)       773,859                      773,859
Long-term borrowings         7,204,415         (30)     7,204,385                    7,204,385
                           ------------ -----------   ------------  ----------     ------------
Total liabilities           51,859,465    (170,374)    51,689,091  (2,647,000)      49,042,091
Total shareholders' equity   6,438,264  (1,357,290)     5,080,974   1,665,000  (2)   6,745,974
                           ------------ -----------   ------------  ----------     ------------
Total liabilities and
  shareholders' equity    $ 58,297,729 $(1,527,664)  $ 56,770,065  $(982,000)     $ 55,788,065
                           ============ ===========   ============  =========      ============

Book Value Per Share      $      25.20                                            $      26.40
                           ============                                            ============
</TABLE>

<PAGE> 4
Notes to Unaudited Condensed Pro Forma Consolidated Balance Sheet of New
Marshall & Ilsley as of June 30, 2007.

  (1)   Represents the de-consolidation of historical Metavante from
        historical Marshall & Ilsley (Accounting Predecessor to New
        Marshall & Ilsley ) consolidated balance sheet.  The amounts shown
        in the Historical Consolidated Metavante column may not directly
        reconcile to the historical consolidated balance sheet of Metavante
        because the presentation of financial statements for bank holding
        companies is significantly different than the presentation of
        financial statements of technology companies.  Metavante presents a
        classified consolidated balance sheet that separates current assets
        and current liabilities from longer-term assets and liabilities
        whereas the consolidated balance sheet of Marshall & Ilsley does
        not make those distinctions. In addition, the amounts shown in the
        Historical Consolidated Metavante column include the adjustments
        for intercompany cash and deposits, receivables and payables and
        intercompany debt that are required to de-consolidate the financial
        information of the two companies.

  (2)   Represents receipt of cash dividend from New Metavante.  The cash
        dividend received will come from the following sources:

                 Working capital             $  290,000
                 Warburg Pincus capital         625,000
                 New debt proceeds              750,000
                                              ----------
                 Total dividend              $1,665,000
                                              ==========

  (3)   Represents receipt of $982.0 million in cash to retire Metavante's
        debt owed to Marshall & Ilsley.

  (4)   Assumes $290.0 million of the cash dividend comes from Metavante's
        existing cash balances that are deposited with a Marshall & Ilsley
        subsidiary bank and $1,375.0 million of the dividend and the $982.0
        million debt payment received are used to retire short-term
        borrowings in the form of Federal funds purchased.

  (5)   The pro forma consolidated balance sheet only includes the effect
        of transaction costs incurred by Marshall & Ilsley through June 30,
        2007 and does not include the estimated transaction related costs
        expected to be incurred by New Marshall & Ilsley of approximately
        $33.5 million.


<PAGE>
<PAGE> 5
          Unaudited Condensed Pro Forma Consolidated Income Statement
                        of New Marshall & Ilsley

                  For the Six Months Ended June 30, 2007
                       (000's except per share data)
<TABLE>
<CAPTION>
                           Historical    Historical                                 Pro Forma
                          Consolidated  Consolidated                               Consolidated
                            Marshall &   Metavante                                 New Marshall
                              Ilsley        (1)        Sub-Total   Adjustments     & Ilsley (5)
                          ---------------------------------------------------------------------
                                                                     Amount    Ref
                          ---------------------------------------------------------------------
<S>                      <C>          <C>          <C>           <C>         <C> <C>
Interest income           $  1,780,422 $   21,055   $  1,801,477  $  (21,582) (2) $ 1,779,895
Interest expense               994,215     13,043      1,007,258     (69,335) (3)     937,923
                           ------------ -----------   ------------  ----------     ------------
Net interest income            786,207      8,012        794,219      47,753          841,972
Provision for loan
  and lease losses              43,174          0         43,174                       43,174
                           ------------ -----------   ------------  ----------     ------------
Net interest income
  after provision for
  loan and lease losses        743,033      8,012        751,045      47,753          798,798

Other income
  Data processing services     720,190   (720,190)             0                            0
  Wealth management            126,286          0        126,286                      126,286
  Net gains related
    to Firstsource               7,046     (7,046)             0                            0
  Other                        190,616     25,213        215,829                      215,829
                           ------------ -----------   ------------  ----------     ------------
Total other income           1,044,138   (702,023)       342,115           0          342,115

Other expense
  Salaries and benefits        614,910   (295,809)       319,101                      319,101
  Occupancy and equipment      121,614    (66,099)        55,515                       55,515
  Processing charges            68,348     (3,270)        65,078                       65,078
  Amortization of intangibles   23,560    (13,876)         9,684                        9,684
  Metavante transaction costs    4,025       (900)         3,125                        3,125
  Other                        297,046   (171,052)       125,994                      125,994
                           ------------ -----------   ------------  ----------     ------------
Total Other expense          1,129,503   (551,005)       578,498           0          578,498
                           ------------ -----------   ------------  ----------     ------------
Income before income taxes     657,668   (143,006)       514,662      47,753          562,415
Provision for income taxes     220,617    (50,870)       169,747      16,714  (4)     186,461
                           ------------ -----------   ------------  ----------     ------------
Net income                $    437,051 $  (92,136)  $    344,915  $   31,039      $   375,954
                           ============ ===========   ============  =========      ============

<PAGE> 6
Net Income Per Common Share:
  Basic                   $       1.70                                            $      1.46
  Diluted                         1.66                                                 N/A (6)

Dividends Per
  Common Share            $       0.58                                            $      0.58

Weighted Average Common Shares:
  Basic                        257,142                                                257,142
  Diluted                      263,066                                                 N/A (6)

</TABLE>

Notes to the Unaudited Condensed Pro Forma Consolidated Income Statement
of New Marshall & Ilsley for the Six Months Ended June 30, 2007.

  (1)   Represents the de-consolidation of historical Metavante from
        historical Marshall & Ilsley (Accounting Predecessor to New
        Marshall & Ilsley) consolidated income statement.  The amounts
        shown in the Historical Consolidated Metavante column may not
        directly reconcile to the historical consolidated income statement
        of Metavante because the presentation of financial statements for
        bank holding companies is significantly different than the
        presentation of financial statements of technology companies.
        Metavante presents its expenses in two major categories that are
        functional in nature whereas the consolidated income statement of
        Marshall & Ilsley presents its consolidated expenses by type of
        expense. In addition, the amounts shown in the Historical
        Consolidated Metavante column include the adjustments for
        intercompany interest income, interest expense, revenues and
        expenses that are required to de-consolidate the financial
        information of the two companies.

  (2)   Represents the interest income adjustment due to retirement of
        $982.0 million of Metavante's fixed rate debt owed to Marshall &
        Ilsley.  The weighted average fixed interest rate used in the pro
        forma adjustments was 4.40%.

  (3)   Represents interest expense adjustments resulting from the dividend
        paid by New Metavante to Marshall & Ilsley and the retirement of
        Metavante's debt owed to Marshall & Ilsley.  The pro forma
        adjustments assume $290.0 million of the dividend comes from
        Metavante's existing cash balances using an estimated rate of
        5.01%, which is equal to the average interest rate paid on
        overnight deposits for the six months ended June 30, 2007.  The pro
        forma adjustments also assume that the remaining cash of $2,357.0
        million is used to reduce Federal funds purchased using an
        estimated rate of 5.31% which is equal to the average interest rate
        paid on Federal funds purchased for the six months ended June 30,
        2007.

        An increase or decrease in interest rates of 12.5 basis points
        (1/8th) would increase or decrease interest expense by $1,654 and
        increase or decrease pro forma net income by $1,075.

  (4)   Assumes a statutory income tax rate of 35%.

  (5)   The pro forma consolidated income statement only includes the
        effect of transaction costs incurred by Marshall & Ilsley in the
        six months ended June 30, 2007 and does not include the estimated
        transaction related costs expected to be incurred by New Marshall &
        Ilsley of approximately $33.5 million.

  (6)   The dilutive effect of stock options outstanding depends on the
        price of New Marshall & Ilsley common stock after the transaction
        is completed and is therefore not subject to a reliable estimate.

<PAGE> 7
          Unaudited Condensed Pro Forma Consolidated Income Statement
                        of New Marshall & Ilsley

                  For the Twelve Months Ended December 31, 2006
                       (000's except per share data)
<TABLE>
<CAPTION>
                           Historical    Historical                                 Pro Forma
                          Consolidated  Consolidated                               Consolidated
                            Marshall &   Metavante                                 New Marshall
                              Ilsley        (1)        Sub-Total   Adjustments     & Ilsley (5)
                          ---------------------------------------------------------------------
                                                                     Amount    Ref
                          ---------------------------------------------------------------------
<S>                      <C>          <C>          <C>           <C>         <C> <C>
Interest income           $  3,212,500 $   41,734   $  3,254,234  $  (43,163) (2) $ 3,211,071
Interest expense             1,722,201     24,477      1,746,678    (132,666) (3)   1,614,012
                           ------------ -----------   ------------  ----------     ------------
Net interest income          1,490,299     17,257      1,507,556      89,503        1,597,059
Provision for loan
  and lease losses              50,551          0         50,551                       50,551
                           ------------ -----------   ------------  ----------     ------------
Net interest income
  after provision for
  loan and lease losses      1,439,748     17,257      1,457,005      89,503        1,546,508

Other income
  Data processing services   1,382,658 (1,382,658)             0                            0
  Wealth management            221,554          0        221,554                      221,554
  Net derivative losses -
    discontinued hedges        (18,449)         0        (18,449)                     (18,449)
  Other                        329,658     48,923        378,581                      378,581
                           ------------ -----------   ------------  ----------     ------------
Total other income           1,915,421 (1,333,735)       581,686           0          581,686

Other expense
  Salaries and benefits      1,210,107   (596,714)       613,393                      613,393
  Occupancy and equipment      244,047   (140,066)       103,981                      103,981
  Processing charges           110,050     14,176        124,226                      124,226
  Amortization of intangibles   45,373    (26,730)        18,643                       18,643
  Other                        549,960   (326,661)       223,299                      223,299
                           ------------ -----------   ------------  ----------     ------------
Total Other expense          2,159,537 (1,075,995)     1,083,542           0        1,083,542
                           ------------ -----------   ------------  ----------     ------------
Income before income taxes   1,195,632   (240,483)       955,149      89,503        1,044,652
Provision for income taxes     387,794    (80,359)       307,435      31,326  (4)     338,761
                           ------------ -----------   ------------  ----------     ------------
Net income                $    807,838 $ (160,124)  $    647,714  $   58,177      $   705,891
                           ============ ===========   ============  =========      ============

<PAGE> 8
Net Income Per Common Share:
  Basic                   $       3.24                                            $      2.83
  Diluted                         3.17                                                  N/A(6)
Dividends Per
  Common Share            $       1.05                                            $      1.05

Weighted Average Common Shares:
  Basic                        249,163                                                249,163
  Diluted                      254,584                                                  N/A(6)
</TABLE>

Notes to the Unaudited Condensed Pro Forma Consolidated Income Statement
of New Marshall & Ilsley For the Twelve Months Ended December 31, 2006

  (1)   Represents the de-consolidation of historical Metavante from
        historical Marshall & Ilsley (Accounting Predecessor to New
        Marshall & Ilsley) consolidated income statement.  The amounts
        shown in the Historical Consolidated Metavante column may not
        directly reconcile to the historical consolidated income statement
        of Metavante because the presentation of financial statements for
        bank holding companies is significantly different than the
        presentation of financial statements of technology companies.
        Metavante presents its expenses in two major categories that are
        functional in nature whereas the consolidated income statement of
        Marshall & Ilsley presents its consolidated expenses by type of
        expense. In addition, the amounts shown in the Historical
        Consolidated Metavante column include the adjustments for
        intercompany interest income, interest expense, revenues and
        expenses that are required to de-consolidate the financial
        information of the two companies.

  (2)   Represents the interest income adjustment due to retirement of
        $982.0 million of Metavante's fixed rate debt owed to Marshall &
        Ilsley.  The weighted average fixed interest rate used in the pro
        forma adjustments was 4.40%.

  (3)   Represents interest expense adjustments resulting from the dividend
        paid by New Metavante to Marshall & Ilsley and the retirement of
        Metavante's debt owed to Marshall & Ilsley.  The pro forma
        adjustments assume $290.0 million of the dividend comes from
        Metavante's existing cash balances using an estimated rate of
        4.76%, which is equal to the average interest rate paid on
        overnight deposits.  The pro forma adjustments also assume that the
        remaining cash of $2,357.0 million is used to reduce Federal funds
        purchased using an estimated rate of 5.04%, which is equal to the
        average interest rate paid on Federal funds purchased for the
        twelve months ended December 31, 2006.


        An increase or decrease in interest rates of 12.5 basis points
        (1/8th) would increase or decrease interest expense by $3,309 and
        increase or decrease pro forma net income by $2,151.

  (4)   Assumes a statutory income tax rate of 35%.

  (5)   The pro forma consolidated income statement does not include the
        effect of the estimated transaction related costs expected to be
        incurred by New Marshall & Ilsley.

  (6)   The dilutive effect of stock options outstanding depends on the
        price of New Marshall & Ilsley common stock after the transaction
        is completed and is therefore not subject to a reliable estimate.

<PAGE> 9
          Unaudited Condensed Pro Forma Consolidated Income Statement
                        of New Marshall & Ilsley

                  For the Twelve Months Ended December 31, 2005
                       (000's except per share data)
<TABLE>
<CAPTION>
                           Historical    Historical    Pro Forma
                          Consolidated  Consolidated   Consolidated
                            Marshall &   Metavante     New Marshall
                              Ilsley        (1)        & Ilsley (2)
                          -----------------------------------------
<S>                      <C>          <C>            <C>
Interest income           $  2,246,631 $   42,428     $  2,289,059
Interest expense               981,397     17,250          998,647
                           ------------ ----------     ------------
Net interest income          1,265,234     25,178        1,290,412
Provision for loan
  and lease losses              44,795          0           44,795
                           ------------ ----------     ------------
Net interest income
  after provision for
  loan and lease losses      1,220,439     25,178        1,245,617

Other income
  Data processing services   1,185,024 (1,185,024)               0
  Wealth management            191,720          0          191,720
  Net investment
    securities gains            45,514          0           45,514
  Other                        294,001     42,356          336,357
                           ------------ ----------     ------------
Total other income           1,716,259 (1,142,668)         573,591

Other expense
  Salaries and benefits      1,074,758   (524,899)         549,859
  Occupancy and Equipment      215,598   (130,344)          85,254
  Processing charges            62,646     38,656          101,302
  Amortization of intangibles   31,103    (18,049)          13,054
  Other                        494,939   (289,984)         204,955
                           ------------ ----------     ------------
Total Other expense          1,879,044   (924,620)         954,424
                           ------------ ----------     ------------
Income before income taxes   1,057,654   (192,870)         864,784
Provision for income taxes     351,464    (73,339)         278,125
                           ------------ ----------     ------------
Net income                $    706,190 $ (119,531)    $    586,659
                           ============ ==========     ============

<PAGE> 10
Net Income Per Common Share:
  Basic                   $       3.06                $       2.54
  Diluted                         2.99                       N/A(3)

Dividends Per
  Common Share            $       0.93                $       0.93

Weighted Average Common Shares:
  Basic                        230,849                     230,849
  Diluted                      236,031                       N/A(3)
</TABLE>

Notes to the Unaudited Condensed Pro Forma Consolidated Income Statement
of New Marshall & Ilsley for the Twelve Months Ended December 31, 2005.

  (1)   Represents the de-consolidation of historical Metavante from
        historical Marshall & Ilsley (Accounting Predecessor to New
        Marshall & Ilsley) consolidated income statement.  The amounts
        shown in the Historical Consolidated Metavante column may not
        directly reconcile to the historical consolidated income statement
        of Metavante because the presentation of financial statements for
        bank holding companies is significantly different than the
        presentation of financial statements of technology companies.
        Metavante presents its expenses in two major categories that are
        functional in nature whereas the consolidated income statement of
        Marshall & Ilsley presents its consolidated expenses by type of
        expense. In addition, the amounts shown in the Historical
        Consolidated Metavante column include the adjustments for
        intercompany interest income, interest expense, revenues and
        expenses that are required to de-consolidate the financial
        information of the two companies.

  (2)   The pro forma consolidated income statement does not include the
        effect of the cash distribution from New Metavante, the retirement
        of Metavante's debt owed to Marshall & Ilsley or the effect of
        transaction costs to be incurred by Marshall & Ilsley.

  (3)   The dilutive effect of stock options outstanding depends on the
        price of New Marshall & Ilsley common stock after the transaction
        is completed and is therefore not subject to a reliable estimate.
<PAGE> 11
          Unaudited Condensed Pro Forma Consolidated Income Statement
                        of New Marshall & Ilsley

                  For the Twelve Months Ended December 31, 2004
                       (000's except per share data)
<TABLE>
<CAPTION>
                           Historical    Historical    Pro Forma
                          Consolidated  Consolidated   Consolidated
                            Marshall &   Metavante     New Marshall
                              Ilsley        (1)        & Ilsley (2)
                          -----------------------------------------
<S>                      <C>          <C>            <C>
Interest income           $  1,694,355 $   22,555     $  1,716,910
Interest expense               533,798      4,778          538,576
                           ------------ ----------     ------------
Net interest income          1,160,557     17,777        1,178,334
Provision for loan
  and lease losses              37,963          0           37,963
                           ------------ ----------     ------------
Net interest income
  after provision for
  loan and lease losses      1,122,594     17,777        1,140,371

Other income
  Data processing services     934,128   (934,128)               0
  Wealth management            175,119          0          175,119
  Net investment
    securities gains            35,336          0           35,336
  Other                        273,347     43,553          316,900
                           ------------ ----------     ------------
Total other income           1,417,930   (890,575)         527,355

Other expense
  Salaries and benefits        919,431   (424,969)         494,462
  Occupancy and equipment      192,859   (112,892)          79,967
  Processing charges            52,239     40,704           92,943
  Amortization of intangibles   27,852    (10,925)          16,927
  Other                        436,303   (238,872)         197,431
                           ------------ ----------     ------------
Total Other expense          1,628,684   (746,954)         881,730
                           ------------ ----------     ------------
Income before income taxes     911,840   (125,844)         785,996
Provision for income taxes     305,987    (49,030)         256,957
                           ------------ ----------     ------------
Net income                $    605,853 $  (76,814)    $    529,039
                           ============ ==========     ============

<PAGE> 12
Net Income Per Common Share:
  Basic                   $       2.72                $       2.37
  Diluted                         2.66                       N/A(3)

Dividends Per
  Common Share            $       0.81                $       0.81

Weighted Average Common Shares:
  Basic                        222,801                     222,801
  Diluted                      227,546                       N/A(3)
</TABLE>

Notes to the Unaudited Condensed Pro Forma Consolidated Income Statement
of New Marshall & Ilsley for the Twelve Months Ended December 31, 2004.

  (1)   Represents the de-consolidation of historical Metavante from
        historical Marshall & Ilsley (Accounting Predecessor to New
        Marshall & Ilsley) consolidated income statement.  The amounts
        shown in the Historical Consolidated Metavante column may not
        directly reconcile to the historical consolidated income statement
        of Metavante because the presentation of financial statements for
        bank holding companies is significantly different than the
        presentation of financial statements of technology companies.
        Metavante presents its expenses in two major categories that are
        functional in nature whereas the consolidated income statement of
        Marshall & Ilsley presents its consolidated expenses by type of
        expense. In addition, the amounts shown in the Historical
        Consolidated Metavante column include the adjustments for
        intercompany interest income, interest expense, revenues and
        expenses that are required to de-consolidate the financial
        information of the two companies.

  (2)   The pro forma consolidated income statement does not include the
        effect of the cash distribution from New Metavante, the retirement
        of Metavante's debt owed to Marshall & Ilsley or the effect of
        transaction costs to be incurred by Marshall & Ilsley.

  (3)   The dilutive effect of stock options outstanding depends on the
        price of New Marshall & Ilsley common stock after the transaction
        is completed and is therefore not subject to a reliable estimate.