METAVANTE TECHNOLOGIES, INC.
AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, entered into as of the 24 th day of November, 2008, by and between METAVANTE TECHNOLOGIES,
INC. ( “ Metavante Technologies ” ), and Brian C. Hurdis (the “ Executive ” ) (hereinafter collectively referred to as the “
Parties ” ).
W I T N E S S E T H:
WHEREAS, Executive and Metavante Technologies are parties to that certain Change of Control Agreement dated as of
November 1, 2007 (the “Change of Control Agreement”); and
WHEREAS, the parties wish to amend and restate the Change of Control Agreement; and
WHEREAS, Executive is employed by Metavante Technologies or by another Metavante Group Member (as hereafter
defined in Section 4); and
WHEREAS, the Board of Directors of Metavante Technologies (the “ Board ” ) recognizes that the possibility of a Change
of Control (as hereinafter defined in Section 2) exists and that the threat of or the occurrence of a Change of Control can result
in significant distractions of certain of its key management personnel because of the uncertainties inherent in such a situation;
WHEREAS, the Board has determined that it is essential and in the best interest of Metavante Technologies and its
shareholders to retain the services of the Executive in the event of a threat or occurrence of a Change of Control and to ensure
Executive’s continued dedication and efforts in such event without undue concern for Executive’s personal financial and
employment security; and
WHEREAS, Metavante Technologies has determined that Executive should be compensated in the event of a Change of
Control if Executive’s employment is terminated without Cause or Executive terminates Executive’s employment 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 th