Exhibit 99.1

PARAGRAPHS 5 AND 6 OF PART II -- OTHER INFORMATION, ITEM 1. LEGAL PROCEEDINGS OF
          THE QUARTERLY REPORT ON FORM 10-Q OF MASTERCARD INCORPORATED
                      FOR THE QUARTER ENDING JUNE 30, 2003

      Under the Settlement Agreement, MasterCard has agreed to take the
following actions in exchange for a full release of claims against it and its
affiliates, officers, employees, stockholders and members:

      -     MasterCard will pay into a settlement fund a total amount of
            $1,025,000,000 over ten years in accordance with the following
            schedule:

            -     $10,000,000 on or before July 4, 2003;

            -     $115,000,000 on or before December 22, 2003;

            -     $100,000,000 per year from and including 2004 through and
                  including 2012, due on or before December 22 of each year.

            MasterCard may request that plaintiffs work with it under certain
            circumstances to establish a mutually agreeable discount rate in the
            event that MasterCard desires to make one or more payments on an
            accelerated basis. In addition, MasterCard has agreed to provide
            reasonable assistance to the plaintiffs in the event they seek to
            sell, assign, securitize or obtain financing using the settlement
            fund.

      -     MasterCard will adopt rules effective January 1, 2004 that will
            permit merchants to elect not to accept MasterCard-branded debit
            cards issued in the United States, while still accepting other
            MasterCard-branded cards (including credit and charge cards), and
            vice versa. The rules will provide, among other things, that
            merchants will have the right to make this election under existing
            acceptance agreements upon thirty days notice to their merchant
            banks ("acquirers"), and that all acceptance agreements entered into
            after January 1, 2004 will provide the clear option for unbundled
            acceptance of MasterCard-branded debit cards. The rules will also
            require acquirers to provide merchants with clear and conspicuous
            notice of their rights to unbundled acceptance of MasterCard-branded
            debit cards. In addition, MasterCard agrees to refrain from bundling
            acceptance of MasterCard-branded debit cards and other
            MasterCard-branded cards in the future. These and other provisions
            of the Settlement Agreement apply to MasterCard-branded debit cards
            issued in the United States by U.S. member institutions, except
            cards issued under certain brokerage account deferred debit programs
            and cards that access funds from a user's account fourteen days or
            more after the date of purchase. In addition, the Settlement
            Agreement provides that if MasterCard offers in the United States a
            payment program that combines debit functionality with other forms
            of payment functionality (e.g., credit functionality), merchants
            will be free to accept the debit functionality only, the other
            functionality only, or both, in each case consistent with the terms
            of the Settlement Agreement.

      -     Notwithstanding the foregoing, MasterCard may adopt and enforce an
            "honor all cards rule" that requires merchants who choose to accept
            MasterCard-branded debit cards to accept all, or any subset of,
            MasterCard-branded debit cards, provided that nothing in the
            Settlement Agreement will require merchants to install a PIN pad in
            order to continue to accept MasterCard-branded, signature-based
            debit cards. In addition, MasterCard may enforce an "honor all
            cards" rule with respect to all, or any subset of,
            MasterCard-branded cards not coming within the definition of
            MasterCard-branded debit cards under the Settlement Agreement,
            including credit and charge cards.

      -     On or before January 1, 2004, MasterCard will implement rules
            requiring U.S. issuers of MasterCard-branded debit cards to place in
            a clear and conspicuous manner on the face of those cards the word
            "Debit" or a similar term, provided it is used consistently and
            uniformly for all MasterCard-branded debit cards. The rules must
            require issuers to make




            the changes within the normal reissuance cycles for existing cards,
            provided that MasterCard must pass rules requiring that 80 percent
            of all outstanding MasterCard-branded debit cards be compliant with
            these requirements by July 1, 2005 and the remainder be compliant by
            January 1, 2007. MasterCard remains free to adopt a new brand or
            program name for MasterCard-branded debit cards, provided that this
            is done in a manner consistent with the terms of the Settlement
            Agreement. Until MasterCard reasonably believes that it is in full
            compliance with these identification requirements, neither
            MasterCard nor acquirers may impose charges on merchants who elect
            not to accept MasterCard-branded debit cards when transactions with
            these cards are declined or rejected at the merchant.

      -     MasterCard will adopt rules effective January 1, 2004 requiring
            MasterCard-branded debit cards issued in the United States to be
            encoded with unique Bank Identification Numbers ("BINs") that each
            merchant and acquirer can use to identify such cards electronically.
            These rules will apply to all MasterCard-branded debit cards issued
            after January 1, 2004 and to existing cards within the normal
            reissuance cycles for such cards, provided that MasterCard must pass
            rules requiring that 80 percent of all outstanding
            MasterCard-branded debit cards be compliant with these requirements
            by July 1, 2005 and the remainder be compliant by January 1, 2007.
            The rules will also require acquirers to supply merchants with a
            complete list of BINs upon request. In addition, during the three
            years following January 1, 2004, MasterCard will use reasonable
            efforts to attempt to offer an electronic service to enable
            merchants or acquirers to identify MasterCard-branded debit cards in
            the event that, in its reasonable business judgment, MasterCard
            concludes that there is a reasonable business case that justifies
            this service.

      -     On or before January 1, 2004, MasterCard will provide acquirers,
            upon request, signage for merchant use in the United States at the
            point of sale and at the entrance to stores communicating the fact
            that a given merchant accepts MasterCard-branded debit cards. Any
            merchants who request such signage agree to use it for a minimum of
            three months.

      -     On or before August 1, 2003, MasterCard will set a separate
            interchange rate for MasterCard-branded debit card transactions at
            members of the plaintiff class that reduces the aggregate effective
            rate by at least one-third from the aggregate effective rate for
            these transactions in effect on April 30, 2003. The requirement to
            impose reduced interchange rates expires on January 1, 2004,
            following which MasterCard will be free to set interchange rates
            without restriction as permitted by law. Nothing in the Settlement
            Agreement prohibits MasterCard from providing negotiated interchange
            rates to merchants to incent acceptance or promotion of any
            MasterCard cards or prohibits issuers and acquirers from setting
            individual interchange rates. To compensate merchants for the time
            it will take MasterCard to implement the new interchange rates,
            MasterCard has agreed to pay $25 million into the settlement account
            in 2003, which amount is included in the payment schedule set forth
            above.

      -     MasterCard will not enact rules in the United States that prohibit
            merchants from encouraging or steering MasterCard-branded debit
            cardholders to use other forms of payment or that prohibit merchants
            from providing a discount to consumers who pay by any other form of
            payment. Presently MasterCard does not have any such rules in force.

      The Settlement Agreement also contains certain provisions relating to the
administration of the settlement, subject to the orders of the District Court.
The settlement fund will be used to pay the costs and expenses of administration
of the settlement, including legal fees, taxes, and costs associated with notice
and claims administration; MasterCard will not be separately liable for such
costs. MasterCard will use reasonable efforts to provide plaintiffs with
existing merchant-specific and aggregate transaction data from MasterCard's
databases to be used in connection with class notice and the allocation of the
settlement fund. In addition, the Settlement Agreement provides that members of
the plaintiff class in existence on June 21, 2002 who did not opt out of the
class pursuant to the order of the District Court of that date will not be



provided with another opportunity to opt-out of the class. The Settlement
Agreement also contains a "most favored nations" clause with respect to the
settlement agreement entered into between the plaintiffs and Visa.