Filed by Marshall & Ilsley Corporation

Pursuant to Rule 425 under the Securities

Act of 1933 and deemed filed pursuant to

Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company:

Metavante Holding Company

(Commission File No. 001-15403)

The following was made available to employees of Metavante Corporation.

Forward-Looking Statements

This presentation contains certain forward-looking statements based on current expectations of management of Marshall & Ilsley Corporation (“M&I”). Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the investment agreement; (2) the outcome of any legal proceedings that may be instituted against M&I and others following announcement of the investment agreement; (3) the inability to close the transactions contemplated by the investment agreement due to the failure to obtain shareholder approval or the failure to satisfy other closing conditions contemplated by the investment agreement; (4) the failure to obtain the necessary debt financing arrangements; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transactions contemplated by the investment agreement; (6) the inability to recognize the benefits of the transactions contemplated by the investment agreement; (7) the amount of the costs, fees, expenses and charges related to the transactions contemplated by the investment agreement and the actual terms of certain financings that will be obtained for such transactions; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the transactions contemplated by the investment agreement; and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and “Management Discussion and Analysis of Results of Operations and Financial Condition” sections of M&I’s SEC filings. Many of the factors that will determine the outcome of the subject matter of this press release are beyond M&I’s ability to control or predict. M&I undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information About the Proposed Transactions and Where to Find It

This communication is not a solicitation of a proxy from any security holder of M&I. In connection with the proposed transactions, a registration statement of Metavante Holding Company, which will contain a proxy statement/prospectus, and a registration statement of New M&I Corporation will be filed with the Securities and Exchange Commission (“SEC”). Investors are urged to carefully read the proxy

statement/prospectus and any other relevant documents filed with the SEC when they become available because they will contain important information. Investors will be able to get the proxy statement/prospectus and all relevant documents filed by M&I, Metavante Holding Company and New M&I Corporation with the SEC free of charge at the SEC’s website www.sec.gov or, with respect to documents filed by M&I, from M&I Investor Relations.

Participants in the Solicitation

The directors, executive officers and other members of management and employees of M&I may be deemed to be participants in the solicitation of proxies from its shareholders in favor of the proposed transactions. Information concerning persons who may be considered participants in the solicitation of M&I’s shareholders under the rules of the SEC is set forth in public filings filed by M&I with the SEC and will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information concerning M&I’s participants in the solicitation is contained in M&I’s Proxy Statement on Schedule 14A, filed with the SEC on March 13, 2007.

2

Metavante Corporation

Town Hall

April 4, 2007

[[Historical Video]]

President and CEO

Metavante Corporation

Frank Martire

Metavante Corporation             

to become a                      

Public Company!

Chairman and CEO,

Marshall & Ilsley Corporation

Chairman, Metavante Corporation

Dennis Kuester

Metavante to Become a Public Company

Metavante to split from M&I and become a separate

and publicly traded company

Warburg Pincus, a global private equity firm, plans to

acquire a 25% ownership in Metavante from M&I

Corporation

M&I shareholders will own 75% of Metavante shares

via a tax-free spin-off of M&I

At closing, Metavante will be a public company!

Why Go Public?

Metavante focus on growth strategies in financial

technology industry

–

M&I pursue banking growth strategies

–

Access to capital markets as separate, publicly traded

companies

Value to Metavante for M&I shareholders

M&I shareholders to get shares in both companies

Timing based on business strength and success

Employee Advantages of a Public

Company

Metavante business success equates to long term

career opportunities

Product and strategic investments provide new

experiences, variety, and challenging roles

Business growth requires an investment in training

and development of our people

Employee success directly tied to increased

shareholder value

Competitive advantage to attract and retain talent

Senior EVP, Corporate Development

President, International Group

Don Layden

Key Dates and Timetable

Announcement, April 3, 2007

Registration filing

Public company preparation and approvals

April –

Close:

–

Staff and prepare public company functions

–

Design employee pay and benefit programs

–

Regulatory and shareholder approval and IRS ruling

Anticipated closing in fourth quarter 2007

2008 inaugural full year as public company

Path to Today’s Announcement

Metavante evaluated a number of alternative

transactions within the last few years

Ongoing and focused effort of the M&I Acquisition

Sub-Committee

To date, we have finalized a number of M&I and

Metavante transaction agreements for separation

M&I and Metavante Split

Pre-separation

Post-separation

M&I

shareholders

M&I

M&I Bank

Metavante

100%

M&I

shareholders

Warburg

Pincus

New M&I

M&I Bank

100%

Metavante

75%

25%

Metavante Valuation

$1,750

$1,875

$625

Implied

Equity

Value

$2,500

$4,250

Value $M

Enterprise

Value

Pro-forma

Debt

Transaction Details

Warburg Pincus

will pay $625 million for

ownership in Metavante (implied equity value of

$2,500 million)

Warburg Pincus

equity equals 25% ownership

Metavante

M&I shareholders will own 75% of Metavante

shares ($1,875 million)

Metavante dividends $1,040 million to M&I and

repays $1.0 billion existing debt

Shareholders receive one share M&I and one share

Metavante for every three shares of M&I

Warburg Pincus

Leading private equity investor since 1971

$15 billion in assets under management

Experienced partner seeking to build durable

companies with sustainable value

What

role

will

Warburg

Pincus

have

in

strategy,

daily

operations, and key decisions?

Metavante Management

Executive and senior management team

–

Team stays in tact

–

No organizational changes due to announcement

Metavante public company board of directors

–

Dennis Kuester

–

Frank Martire

–

Mike Hayford

–

5 Independent Directors including Ted Kellner,

M&I Board of Directors

–

3 Warburg Pincus

Directors including David

Coulter and Jim Neary

Confidentiality

Do not disclose any information that is not part of

the public record

Public record includes press releases, published

company information

Key is to repeat statements that are of current

public record

Metavante Statements

Forward-Looking

Statements

This

presentation

contains

certain

forward-looking

statements

based

on

current

M&I

management

expectations.

Those

forward-

looking

statements

include

all

statements

other

than

those

made

solely

with

respect

to

historical

fact.

Numerous

risks,

uncertainties

and

other

factors

may

cause

actual

results

to

differ

materially

from

those

expressed

in

any

forward-looking

statements.

These

factors

include,

but

are

not

limited

to,

(1)

the

occurrence

of

any

event,

change

or

other

circumstances

that

could

give

rise

to

the

termination

of

the

investment

agreement;

(2)

the

outcome

of

any

legal

proceedings

that

may

be

instituted

against

M&I

and

others

following

announcement

of

the

investment

agreement;

(3)

the

inability

to

close

the

transactions

contemplated

by

the

investment

agreement

due

to

the

failure

to

obtain

shareholder

approval

or

the

failure

to

satisfy

other

closing

conditions

contemplated

by

the

investment

agreement;

(4)

the

failure

to

obtain

the

necessary

debt

financing

arrangements;

(5)

risks

that

the

proposed

transaction

disrupts

current

plans

and

operations

and

the

potential

difficulties

in

employee

retention

as

a

result

of

the

transactions

contemplated

by

the

investment

agreement;

(6)

the

inability

to

recognize

the

benefits

of

the

transactions

contemplated

by

the

investment

agreement;

(7)

the

amount

of

the

costs,

fees,

expenses

and

charges

related

to

the

transactions

contemplated

by

the

investment

agreement

and

the

actual

terms

of

certain

financings

that

will

be

obtained

for

such

transactions;

and

(8)

the

impact

of

the

substantial

indebtedness

incurred

to

finance

the

consummation

of

the

transactions

contemplated

by

the

investment

agreement;

and

other

risks

that

are

set

forth

in

the

"Risk

Factors,"

"Legal

Proceedings"

and

"Management

Discussion

and

Analysis

of

Results

of

Operations

and

Financial

Condition"

sections

of

M&I's

SEC

filings.

Many

of

the

factors

that

will

determine

the

outcome

of

the

subject

matter

of

this

press

release

are

beyond

M&I's

ability

to

control

or

predict.

M&I

undertakes

no

obligation

to

revise

or

update

any

forward-looking

statements,

or

to

make

any

other

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events

or

otherwise.

Additional

Information

About

the

Proposed

Transactions

and

Where

to

Find

It

This

communication

is

not

a

solicitation

of

a

proxy

from

any

security

holder

of

M&I.

In

connection

with

the

proposed

transactions,

a

registration

statement

of

Metavante

Holding

Company,

which

will

contain

a

proxy

statement/prospectus,

will

be

filed

with

the

Securities

and

Exchange

Commission

(“SEC”).

Investors

are

urged

to

carefully

read

the

proxy

statement/prospectus

and

any

other

relevant

documents

filed

with

the

SEC

when

they

become

available

because

they

will

contain

important

information.

Investors

will

be

able

to

get

the

proxy

statement/prospectus

and

all

relevant

documents

filed

by

M&I

or

Metavante

Holding

Company

with

the

SEC

free

of

charge

at

the

SEC’s

website

www.sec.gov

or,

with

respect

to

documents

filed

by

M&I,

from

M&I

Investor

Relations.

Participants

in

the

Solicitation

The

directors,

executive

officers

and

other

members

of

management

and

employees

of

M&I

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

its

shareholders

in

favor

of

the

proposed

transactions.

Information

concerning

persons

who

may

be

considered

participants

in

the

solicitation

of

M&I’s

shareholders

under

the

rules

of

the

SEC

is

set

forth

in

public

filings

filed

by

M&I

with

the

SEC

and

will

be

set

forth

in

the

proxy

statement/prospectus

when

it

is

filed

with

the

SEC.

Information

concerning

M&I’s

participants

in

the

solicitation

is

contained

in

M&I’s

Proxy

Statement

on

Schedule

14A,

filed

with

the

SEC

on

March

13,

2007.

Mike Hayford

Chief Operating Officer

Deliver as Best Company in the Industry

Focus on our clients, quality, and service delivery

Strive to achieve our 2007 business goals

Teamwork required to launch strategic initiatives

Open and honest communication

–

Clients

–

Employees

Metavante: Positioned for Success as a

Public Company

Financial strength

Unique, diversified and end-to-end products

Strong growth opportunities within Financial

Technology Industry

Solid and experienced senior management team

Acquisitions have added depth to existing employee

talent and industry expertise

Metavante Financial Strength:  Revenue

Metavante Financial Strength:  Net Income

Metavante Solutions

Consulting     -

Business Process Outsourcing

Education      -

Integration     -

Conversions

Metavante Total Compensation Philosophy

Comprehensive and competitive within our markets

New benefit information available post close

Metavante Total Compensation Philosophy

Comprehensive and competitive within our markets

New benefit information available post close

Between today and December 31, 2007, there will be

no changes to payroll and benefits

Metavante Total Compensation Philosophy

Comprehensive and competitive within our markets

New benefit information available post close

Between today and December 31, 2007, there will be

no changes to payroll and benefits

Health and Dental Insurance

Flexible Spending Accounts

Wellness Programs

Retiree Health Insurance

Retirement Programs

Employee Stock Purchase Plan

Life Insurance

Vacation

Tuition Reimbursement

Employee Training

Market-Based Pay

Reward & Recognition

Managing Director,

Warburg Pincus

Jim Neary

Communication Timeline

April 3 (CDT)

–

Press release, approximately 3:20 p.m.

–

Announcement to all employees by Frank Martire

–

Relationship Managers’

Meeting, 3:30 p.m.

–

Client Communication

–

Managers’

Meeting, 5 p.m.

April 4 (CDT)

–

inSite

article, FAQs, and Webcast

link, 10:30 a.m.

–

Financial analyst call, 10:30 a.m.

Business as usual:  Focus on our clients

Questions?

ENews: Becoming a public company

Benefits Service Center: Benefit questions on

existing MCorp benefits and programs

inSite: New business updates and current policies

Manager: Updates on your division, team, and job

President and CEO

Frank Martire

What the Future Holds

Clients

Employees

Community

Shareholders