METAVANTE TO ACQUIRE MBI, EXPAND HEALTHCARE PAYMENTS

Leading provider of employee benefits debit card to join Metavante Payment Solutions Group

MILWAUKEE, May 10, 2005 – Metavante Corporation, the financial technology subsidiary of Marshall & Ilsley Corporation (NYSE: MI), today announced the signing of a definitive merger agreement to acquire Med-i-Bank, Inc. (MBI) of Waltham, Mass. The company will continue to operate under the name of MBI, and will become a subsidiary of Metavante Corporation, with existing management continuing in their positions.

The $145 million acquisition, approximately $138 million of which will be funded using Marshall & Ilsley Corporation common stock, is expected to close in the third quarter, pending regulatory approval and other customary closing conditions. The purchase is expected to be less than one percent dilutive to M&I’s earnings per share in 2005 and 2006, and accretive beginning in 2007. In 2006, MBI is expected to have earnings before interest, taxes, depreciation and amortization (EBITDA) of $15-20 million, and net income of $6-8 million.

MBI is a leading provider of electronic payment services for employee benefit and consumer-directed health care accounts. MBI’s Flexible Spending Account (FSA), Health Reimbursement Arrangement (HRA) and Health Savings Account (HSA) solutions are currently used by approximately 200 third-party administrators (TPAs) and health plans that service over 15,500 employers and approximately 1.3 million employee accounts. The company was founded in 1995 and employs approximately 70 persons.

The MBI acquisition will extend the existing Metavante full-service HSA solution, which includes account setup and administration; account and transaction processing; market-leading healthcare debit cards; regulatory reporting; as well as account record keeping and funds management. Metavante provides HSA solutions for financial institutions that can include trust account management to support the custodial requirements of HSAs. For HSA consumers, Metavante provides Internet-based account access and online investment management options through investment accounts and mutual funds.

"MBI is one of the largest and most experienced providers of electronic payment systems for employee benefit cards electronically accessing FSAs," said Frank R. Martire, Metavante president and chief executive officer. "As HSA solutions are quickly becoming a critical part of our bank clients’ strategy, we anticipate their demand for greater access to a full-service HSA product suite. Fundamentally, it is a new opportunity for banks to increase deposits."

"By joining Metavante, MBI will be able to leverage the extensive capabilities of one of the largest, and most respected financial services organizations for the benefit of our administrator and health plan clients," said MBI President and CEO Robert L. Natt. "As the new era of consumer-directed health care products continues to evolve, MBI is fortunate to be joining an organization that will allow us to enhance our industry leading health benefit payments system with the wide range of additional financial service functionality that Metavante can provide. In addition, by retaining the talented employees and management team that have made MBI successful, I am confident that under Metavante’s ownership we will continue to foster the entrepreneurial spirit in our operations and technology development."

According to Forrester Research, "The number of HSAs will grow more than fifteen fold between 2005 and 2008. The number of HSAs in the market will explode from roughly 391,000 accounts in 2005 to more than 6.3 million accounts in 2008. $6 billion will flow through HSAs in 2008, up from $282 million today."

Forrester analyst Katy Hendrickson states in a March 2005 report, "Processing debit card transactions and paying claims automatically from HSAs are important payment functionalities. Employers will require additional capabilities like processing payments from multiple employee accounts (e.g., FSA and HSA) and integrating with pharmacy benefit managers in 2006 and beyond. Debit card vendors like MBI can help plans provide these capabilities to their customers."

MBI’s proprietary system, MBITIME, supports the authorization, settlement and substantiation of all transactions performed with the company’s nationally accepted debit card, The MBI Benefits Card™, which allows employees to electronically access benefit accounts – FSAs, HRAs, HSAs, Dependent Care Accounts and transit/parking accounts – with a single card. MBITIME’s core functionality is the maintenance of the account data that is used to authorize and settle transactions and the substantiation of transactions in accordance with IRS guidelines.

"Adding the MBI Benefits Card base to the existing healthcare cards on our system will make Metavante one of the leading providers of consumer-directed health care payment solutions," said Frank G. D’Angelo, president and chief operating officer, Metavante Payment Solutions Group. "MBI will allow Metavante to expand its delivery of consumer healthcare payment services among health plans, third-party administrators and banks. The MBI product suite should be attractive to many of our financial institution clients that would like to offer FSA, HRA and HSA cards to their corporate customers. Further, this acquisition will complement our existing healthcare identification and eligibility card business obtained through the Printing for Systems (PSI) acquisition we completed in November of 2003."

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