Marshall & Ilsley To Split M&I, Metavante into Independent Public Companies

In connection with the plan, approximately $1.75 billion of new Metavante Corporation debt will be arranged by J.P. Morgan Securities Inc. and Morgan Stanley. Upon completion of the transaction, Marshall & Ilsley Corporation shareholders will receive one share of Marshall & Ilsley Corporation stock and will also receive one share of Metavante Corporation stock for every three shares of Marshall & Ilsley Corporation stock held.

Marshall & Ilsley Corporation's board of directors has unanimously approved the investment agreement and related transactions and has recommended its approval by Marshall & Ilsley Corporation's shareholders. Under the investment agreement with Warburg Pincus, the closing of the transaction, which is currently expected to occur in the fourth quarter of 2007, is contingent upon satisfaction of various closing conditions. The conditions include approval of Marshall & Ilsley Corporation's shareholders, who will be asked to vote on the proposed transactions at a special meeting that will be held on a date to be announced, obtaining a favorable ruling from the Internal Revenue Service, and other regulatory approvals.

Metavante Corporation, as a stand-alone publicly traded company, will have approximately 5,500 employees. Metavante Corporation generated revenue of $1.5 billion and had net income of $160 million for the year ended December 31, 2006. It is anticipated there will be no management changes at Metavante Corporation. Frank Martire will continue to serve as president and CEO. Mike Hayford will remain senior executive vice president and chief operating officer.

The board of directors of the new company is expected to have 11 members: Dennis Kuester, chairman and CEO, Marshall & Ilsley Corporation; Frank Martire, president and CEO, Metavante Corporation; Mike Hayford, senior executive vice president and chief operating officer, Metavante Corporation; David Coulter, a Warburg Pincus managing director who heads the firm's Financial Services practice; James Neary, a Warburg Pincus managing director and co-head of the firm's Technology, Media, and Telecommunications practice; an additional Warburg Pincus representative to be named; and five independent directors, one of whom is expected to be Ted Kellner, chairman of the board and CEO, Fiduciary Management, Inc. and a member of the Marshall & Ilsley Corporation board of directors.

"This transaction will create two well-positioned public companies and will provide substantial benefits to the shareholders of both companies," said Dennis Kuester, chairman and CEO, Marshall & Ilsley Corporation. "As a result of this transaction, both companies will have additional opportunities to focus on core businesses and grow profitably through enhanced capital flexibility."

"When this transaction is completed, we will have access to financial resources to continue to build new products, acquire additional companies, invest in new technologies, as well as attract and retain the best employees in the industry. With $1.5 billion in revenue in 2006, Metavante Corporation now has approximately three times greater annual revenues than it did seven years ago," said Frank Martire, president and CEO, Metavante Corporation. "With 17 acquisitions and continued strategic product investments since the beginning of 2004, we have transformed our company into a uniquely diversified business, balanced between banking and payments technologies that have demonstrated above-industry average growth potential."

"We are excited to facilitate this transaction that will create significant value for all of Marshall & Ilsley Corporation's shareholders," said David Coulter, a Warburg Pincus managing director who heads the firm's Financial Services practice. "The management team has done a fantastic job of building the business and as an active and experienced investor in the sector we look forward to supporting the company's international and vertical expansion."

"Marshall & Ilsley Corporation's enhanced capital position will enable us to pursue opportunities in new geographic markets, fuel continued organic growth, and fund strategic initiatives within Wealth Management and our other business lines," said Mark Furlong, president, Marshall & Ilsley Corporation.

"Metavante Corporation is a leader in transaction processing and core banking and provides its customers with best of breed solutions they need to maintain their competitive edge," said Jim Neary, a Warburg Pincus managing director and co-head of the firm's Technology, Media, and Telecommunications practice. "Metavante Corporation wins in the marketplace because of its integrated open banking platform coupled with its innovative and value added offerings."