METAVANTE CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, entered into as of the 12th day of May, 2004, by and between MARSHALL & ILSLEY
CORPORATION ("M&I"), METAVANTE CORPORATION ("Metavante"), and Frank R. Martire (the
"Executive") (hereinafter collectively referred to as "the parties").
W I T N E S S E T H :
WHEREAS, Executive is employed by Metavante, a wholly-owned subsidiary of M&I; and
WHEREAS, M&I wants to induce Executive to remain in Metavante's employ, particularly in the event of a
threat of, or occurrence of, a Change of Control of Metavante, as defined below, without concern for his
personal financial and employment security; and
WHEREAS, M&I has determined that Executive should be compensated in the event of a Change of Control of
Metavante if Executive's employment is terminated without Cause, or Executive terminates his or her employment
with Metavante for Good Reason during the Term, both as defined below.
NOW, THEREFORE, for good and adequate consideration, the sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows.
1. Term of Agreement. The "Term" of this Agreement begins on the date a Change of Control of Metavante
occurs and ends on the fourth anniversary after the date of a Change of Control of Metavante.
2. Change of Control of Metavante. For purposes of this Agreement, a "Change of Control of Metavante" means
a transaction described in subsections (a), (b), (c), or (d):
(a) Consummation of a sale or other transfer by Metavante of all or substantially all of its assets to an entity (other
than M&I or an Affiliate of M&I) and M&I and/or its Affiliates own less than 20% of the Equity Interests in the
transferee entity. "Affiliate" shall include any entity controlled by, controlling or under common control with M&I.
"Equity Interests" means voting securities entitled to vote for the election of directors or other governing authority
of the entity. For example, the liquidation of Metavante into M&I would not be a Change o