EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 22nd, 2007 • Metavante Holding CO • Wisconsin
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2007, between Metavante Holding Company, a Wisconsin corporation (“MVT Holding”), Metavante Corporation, a Wisconsin corporation (“MVT Corp.”) (MVT Holding and MVT Corp., collectively, the “MVT Parties”), New M&I Corporation, a Wisconsin corporation (“New MI Corp.”), and Marshall & Ilsley Corporation, a Wisconsin corporation (“MI Corp.”) (New MI Corp. and MI Corp., collectively, the “MI Parties”). Capitalized terms used herein and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.
LIMITED GUARANTEE OF WARBURG PINCUS PRIVATE EQUITY IX, L.P.Limited Guarantee • May 22nd, 2007 • Metavante Holding CO • New York
Limited Guarantee, dated as of April 3, 2007 (this “Limited Guarantee”), is made by Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Marshall & Ilsley Corporation, a Wisconsin corporation (“MI Corporation”), and Metavante Holding Company, a Wisconsin corporation and, as of the date hereof, a wholly-owned subsidiary of MI Corporation (“MVT Holding” and together with MI Corporation, the “Guaranteed Parties”).
