10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2005
	Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                              to

Commission file number: 000-50250

MasterCard Incorporated

(Exact name of registrant as specified in its charter)

Delaware	13-4172551
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
2000 Purchase Street Purchase, NY (Address of principal executive offices)	10577 (Zip Code)

(914) 249-2000
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at July 29, 2005
Class A redeemable common stock, par value $.01 per share	100,000,348
Class B convertible common stock, par value $.01 per share	None

MASTERCARD INCORPORATED

FORM 10-Q

TABLE OF CONTENTS

		Page
		No.
PART I — FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
	Consolidated Balance Sheets — June 30, 2005 and December 31, 2004		3
	Consolidated Statements of Operations — Three and Six Months Ended June 30, 2005 and 2004		4
	Consolidated Statements of Cash Flows — Six Months Ended June 30, 2005 and 2004		5
	Consolidated Statement of Changes in Stockholders’ Equity — Six Months Ended June 30, 2005		6
	Consolidated Condensed Statements of Comprehensive Income — Three and Six Months Ended June 30, 2005 and 2004		6
	Notes to Consolidated Financial Statements		7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			23
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			32
ITEM 4. CONTROLS AND PROCEDURES			32
Report of Independent Registered Public Accounting Firm			33
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			34
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS			34
ITEM 6. EXHIBITS			35
SIGNATURES			36
EX-10.1: $2,250,000,000 CREDIT AGREEMENT
EX-10.2: SENIOR EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN
EX-10.3: SENIOR EXECUTIVE INCENTIVE PLAN
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

2

MASTERCARD INCORPORATED

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,		December 31,
	2005		2004
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	520,081	$	328,996
Investment securities, at fair value:
Trading		23,395		27,407
Available-for-sale		719,262		781,486
Accounts receivable		324,589		293,292
Settlement due from members		205,705		223,738
Restricted security deposits held for members		104,892		87,300
Prepaid expenses		106,293		124,595
Other current assets		34,484		35,982
Total Current Assets		2,038,701		1,902,796
Property, plant and equipment, at cost (less accumulated depreciation of $349,105 and $329,877)		230,720		242,358
Deferred income taxes		249,156		235,023
Goodwill		196,224		217,654
Other intangible assets (less accumulated amortization of $252,446 and $227,738)		293,354		328,984
Municipal bonds held-to-maturity		194,855		195,295
Other assets		144,914		142,560
Total Assets	$	3,347,924	$	3,264,670
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	177,891	$	187,035
Settlement due to members		169,198		186,858
Restricted security deposits held for members		104,892		87,300
Obligations under U.S. merchant lawsuit and other legal settlements — current (Notes 8 and 10)		114,222		129,047
Accrued expenses		598,369		648,019
Other current liabilities		57,006		63,103
Total Current Liabilities		1,221,578		1,301,362
Deferred income taxes		63,548		73,227
Obligations under U.S. merchant lawsuit and other legal settlements (Notes 8 and 10)		491,559		468,547
Long-term debt		229,476		229,569
Other liabilities		208,615		212,393
Total Liabilities		2,214,776		2,285,098
Commitments and Contingencies (Notes 7 and 10)
Minority interest		4,620		4,620
Stockholders’ Equity
Class A redeemable common stock, $.01 par value; authorized 275,000,000 shares, issued and outstanding 84,000,000 shares		840		840
Class B convertible common stock, $.01 par value; authorized 25,000,000 shares, issued and outstanding 16,000,000 shares		160		160
Additional paid-in capital		967,368		967,368
Retained earnings (accumulated deficit)		92,338		(121,204	)
Accumulated other comprehensive income, net of tax:
Cumulative foreign currency translation adjustments		64,781		127,481
Net unrealized gain on investment securities available-for-sale		1,214		3,804
Net unrealized gain (loss) on derivatives accounted for as hedges		1,827		(3,497	)
Total accumulated other comprehensive income, net of tax		67,822		127,788
Total Stockholders’ Equity		1,128,528		974,952
Total Liabilities and Stockholders’ Equity	$	3,347,924	$	3,264,670

The accompanying notes are an integral part of these consolidated financial statements.

3

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2005			2004			2005			2004
	(In thousands, except per share data)
Revenues, net	$	771,867		$	647,275		$	1,430,105		$	1,241,585
Operating Expenses
General and administrative		319,187			284,660			625,803			561,494
Advertising and market development		231,578			228,824			403,257			396,320
U.S. merchant lawsuit and other legal settlements (Notes 8 and 10)		—			3,896			—			3,896
Depreciation		11,997			13,076			24,191			26,437
Amortization		16,669			18,358			32,905			36,505
Total operating expenses		579,431			548,814			1,086,156			1,024,652
Operating income		192,436			98,461			343,949			216,933
Other Income (Expense)
Investment income, net		13,479			9,290			23,528			21,609
Interest expense		(17,477	)		(16,684	)		(34,333	)		(34,413	)
Minority interest in (earnings) losses of subsidiaries		(55	)		(27	)		(76	)		17
Other (expense) income, net		(989	)		(865	)		(1,479	)		(191	)
Total other income (expense)		(5,042	)		(8,286	)		(12,360	)		(12,978	)
Income before income taxes		187,394			90,175			331,589			203,955
Income tax expense		67,146			24,468			118,047			64,680
Net Income	$	120,248		$	65,707		$	213,542		$	139,275
Net Income per Share (Basic and Diluted)	$	1.20		$	.66		$	2.14		$	1.39
Weighted average shares outstanding (Basic and Diluted)		100,000			100,000			100,000			100,000

The accompanying notes are an integral part of these consolidated financial statements.

4

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months
	Ended June 30,
	2005			2004
	(In thousands)
Operating Activities
Net income	$	213,542		$	139,275
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		24,191			26,437
Amortization		32,905			36,505
Deferred income taxes		(12,156	)		1,513
Other		5,785			2,061
Changes in operating assets and liabilities:
Trading securities		4,012			2,267
Accounts receivable		(39,854	)		9,152
Settlement due from members		(4,648	)		12,720
Prepaid expenses and other current assets		13,496			11,146
Accounts payable		(3,538	)		(72,439	)
Settlement due to members		1,086			(16,248	)
Legal settlement accruals, including accretion of imputed interest		8,187			17,641
Accrued expenses		(37,643	)		(40,169	)
Net change in other assets and liabilities		(8,086	)		15,068
Net cash provided by operating activities		197,279			144,929
Investing Activities
Purchases of property, plant and equipment		(18,925	)		(5,681	)
Capitalized software		(22,024	)		(19,416	)
Purchases of investment securities available-for-sale		(1,265,993	)		(585,821	)
Proceeds from sales and maturities of investment securities available-for-sale		1,320,205			569,435
Acquisition of businesses, net of cash acquired		—			(29,861	)
Other investing activities		(265	)		(5,007	)
Net cash provided by (used in) investing activities		12,998			(76,351	)
Effect of exchange rate changes on cash and cash equivalents		(19,192	)		(1,822	)
Net increase in cash and cash equivalents		191,085			66,756
Cash and cash equivalents — beginning of period		328,996			248,119
Cash and cash equivalents — end of period	$	520,081		$	314,875
Supplemental Cash Flows:
Cash paid for income taxes	$	70,807		$	27,014
Cash paid for interest		8,477			8,517

The accompanying notes are an integral part of these consolidated financial statements.

5

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

							Accumulated
				Retained			Other
				Earnings			Comprehensive			Common Shares				Additional
				(Accumulated			Income (Loss),							Paid-in
	Total			Deficit)			Net of Tax			Class A		Class B		Capital
							(In thousands)
Balance at January 1, 2005	$	974,952		$	(121,204	)	$	127,788		$	840	$	160	$	967,368
Net income		213,542			213,542			—			—		—		—
Other comprehensive loss, net of tax		(59,966	)		—			(59,966	)		—		—		—
Balance at June 30, 2005	$	1,128,528		$	92,338		$	67,822		$	840	$	160	$	967,368

MASTERCARD INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2005			2004			2005			2004
				(In thousands)
Net Income	$	120,248		$	65,707		$	213,542		$	139,275
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(35,524	)		1,242			(62,700	)		(10,606	)
Net unrealized gain (loss) on investment securities available-for-sale		2,720			(7,494	)		(2,590	)		(8,017	)
Net unrealized gain (loss) on derivatives accounted for as hedges		2,957			(681	)		5,324			1,555
Other comprehensive income (loss), net of tax		(29,847	)		(6,933	)		(59,966	)		(17,068	)
Comprehensive Income	$	90,401		$	58,774		$	153,576		$	122,207

The accompanying notes are an integral part of these consolidated financial statements.

6

MASTERCARD INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In thousands, except per share and percent data)

Note 1. Summary of Significant Accounting Policies

     Organization — MasterCard Incorporated and its consolidated subsidiaries, including MasterCard International Incorporated (“MasterCard International”) and MasterCard Europe sprl (“MasterCard Europe”) (together, “MasterCard” or the “Company”), provide transaction processing and related services to customers principally in support of their credit, deposit access (debit), electronic cash and automated teller machine payment programs, and travelers cheque programs. The common stock of MasterCard Incorporated is privately owned by certain of the Company’s customers. MasterCard enters into transactions with its customers in the normal course of business and operates a system for payment processing among its customers.

     Consolidation and basis of presentation — The consolidated financial statements include the accounts of MasterCard and its majority-owned and controlled entities, including the Company’s variable interest entity. Intercompany transactions are eliminated in consolidation. Minority interest is recorded for consolidated entities in which the Company owns less than 100% of the interest. Minority interest represents the equity interest not owned by the Company. The Company follows accounting principles generally accepted in the United States of America. Certain prior period amounts have been reclassified to conform to 2005 classifications.

     The consolidated financial statements for the three and six months ended June 30, 2005 and 2004 and as of June 30, 2005 are unaudited, and in the opinion of management include normal recurring adjustments that are necessary to present fairly the results for interim periods. The balance sheet as of December 31, 2004 was derived from the audited consolidated financial statements as of December 31, 2004. Due to seasonal fluctuations and other factors, the results of operations for the three and six months ended June 30, 2005 are not necessarily indicative of the results to be expected for the full year.

     The accompanying unaudited consolidated financial statements are presented in accordance with the requirements of Quarterly Reports on Form 10-Q and, consequently, do not include all of the disclosures required by accounting principles generally accepted in the United States of America. Reference should be made to the Company’s 2004 Annual Report on Form 10-K for additional disclosures, including a summary of the Company’s significant accounting policies.

Note 2. Goodwill and Other Intangible Assets

     The carrying amount of goodwill as of June 30, 2005 was $196,224 compared to $217,654 as of December 31, 2004. The change in the balance is primarily related to the foreign currency translation of the goodwill relating to the acquisition of MasterCard Europe.

     The following table sets forth net intangible assets, other than goodwill:

	June 30, 2005							December 31, 2004
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Amortized intangible assets:
Capitalized software	$	339,878	$	(231,749	)	$	108,129	$	327,733	$	(207,371	)	$	120,362
Trademarks and tradenames		22,449		(16,766	)		5,683		24,061		(17,728	)		6,333
Other		6,442		(3,931	)		2,511		6,442		(2,639	)		3,803
Total		368,769		(252,446	)		116,323		358,236		(227,738	)		130,498
Unamortized intangible assets:
Customer relationships		177,031		—			177,031		198,486		—			198,486
Total	$	545,800	$	(252,446	)	$	293,354	$	556,722	$	(227,738	)	$	328,984

7

MASTERCARD INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
(In thousands, except per share and percent data)

     A portion of the Company’s intangible assets are denominated in foreign currencies. As such, a component of the net change in these intangible assets is attributable to foreign currency translation. For example, the change in the value of euro relative to the U.S. dollar resulted in a decrease of $21,455 from December 31, 2004 to June 30, 2005 in the unamortized customer relationships relating to the acquisition of MasterCard Europe.

     Amortization expense on the assets above was $16,669 and $18,358 for the three months ended June 30, 2005 and 2004, respectively, and $32,905 and $36,505 for the six months ended June 30, 2005 and 2004, respectively. Impairment charges of $1,205 and $282 for the three months ended June 30, 2005 and 2004, respectively, and $1,348 and $467 for the six months ended June 30, 2005 and 2004, respectively, were recorded primarily in connection with management’s decision to discontinue the use of various technologies with associated capitalized software balances. The following table sets forth the estimated future amortization expense of amortizable intangible assets existing as of June 30, 2005 for the periods ending:

Remainder of 2005	$	28,989
December 31, 2006	$	46,890
December 31, 2007	$	28,757
December 31, 2008	$	8,613
December 31, 2009 and thereafter	$	3,074

Note 3. Pension Plans

     The Company maintains a noncontributory defined benefit pension plan with a cash balance feature covering substantially all of its U.S. employees. Additionally, the Company has an unfunded nonqualified supplemental executive retirement plan that provides certain key employees with supplemental retirement benefits in excess of limits imposed on qualified plans by U.S. tax laws. For both plans, net periodic pension cost is as follows:

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2005			2004			2005			2004
Service cost	$	4,580		$	4,038		$	9,159		$	8,076
Interest cost		2,584			2,449			5,168			4,898
Expected return on plan assets		(3,192	)		(2,580	)		(6,384	)		(5,160	)
Amortization of prior service cost		(63	)		(79	)		(127	)		(158	)
Recognized actuarial loss		332			318			665			636
Net periodic pension cost	$	4,241		$	4,146		$	8,481		$	8,292

     The funded status of the qualified plan exceeds minimum funding requirements. In December 2004, the Company committed to make voluntary contributions of $40,000 to its qualified plan before September 15, 2005. Through June 30, 2005, the Company contributed $30,000 of this commitment, of which $15,000 was made in December 2004, and expects to make further voluntary contributions of $10,000 before September 15, 2005.

8

MASTERCARD INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
(In thousands, except per share and percent data)

Note 4. Postretirement Health and Life Insurance Benefits

     The Company maintains a postretirement plan providing health coverage and life insurance benefits for substantially all of its U.S. employees and retirees. Net periodic postretirement benefit cost is as follows:

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2005		2004		2005		2004
Service cost	$	797	$	774	$	1,594	$	1,548
Interest cost		858		741		1,716		1,482
Amortization of prior service cost		17		17		34		34
Amortization of transition obligation		145		145		290		290
Recognized actuarial loss		65		—		130		—
Net periodic postretirement benefit cost	$	1,882	$	1,677	$	3,764	$	3,354

     The Company funds its postretirement benefits as payments are required through cash flows from operations.

Note 5. Accrued Expenses

     Accrued expenses consist of the following :

	June 30,		December 31,
	2005		2004
Customer incentives	$	153,608	$	163,278
Personnel costs		137,368		190,114
Taxes		115,719		63,940
Advertising		98,702		136,107
Other		92,972		94,580
	$	598,369	$	648,019

Note 6. Credit Facility

     On June 17, 2005, the Company entered into a committed unsecured $2,250,000 revolving credit facility (the “Credit Facility”) with certain financial institutions. The Credit Facility, which expires on June 16, 2006, replaced MasterCard Incorporated’s prior $1,950,000 credit facility which expired on June 17, 2005. Borrowings under the facility are available to provide liquidity in the event of one or more settlement failures by MasterCard International members and, subject to a limit of $300,000, for general corporate purposes. Interest on borrowings under the Credit Facility would be charged at the London Interbank Offered Rate (LIBOR) plus 28 basis points or an alternative base rate. An additional 10 basis points would be applied if the aggregate borrowings under the Credit Facility exceed 33% of the commitments. MasterCard agreed to pay a facility fee which varies based on MasterCard’s credit rating and is currently equal to 7 basis points on the total commitment. MasterCard was in compliance with the Credit Facility covenants as of June 30, 2005. There were no borrowings under the Credit Facility at June 30, 2005. The majority of Credit Facility lenders are members or affiliates of members of MasterCard International.

9

MASTERCARD INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued
(In thousands, except per share and percent data)

Note 7. Commitments and Contingent Liabilities

     The future minimum payments under non-cancelable leases for office buildings and equipment, sponsorships, licensing and other agreements at June 30, 2005 are as follows:

							Sponsorship,
			Capital		Operating		Licensing and
	Total		Leases		Leases		Other
The remainder of 2005	$	226,333	$	4,660	$	22,415	$	199,258
2006		212,600		4,877		30,124		177,599
2007		126,092		4,008		25,286		96,798
2008		67,728		2,386		17,824		47,518
2009		31,462		1,959		11,405		18,098
Thereafter		50,626		42,294		1,768		6,564
Total	$	714,841	$	60,184	$	108,822	$	545,835

     The table above excludes obligations from performance based agreements with our customers and merchants due to their contingent nature. Included in the table above are capital leases with imputed interest expense of $15,348 and a net present value of minimum lease payments of $44,836. At June 30, 2005, $27,439 of the future minimum payments in the table above for leases, sponsorship, licensing and other agreements was included in accounts payable or accrued expenses. Consolidated rental expense for the Company’s office space was approximately $7,784 and $8,042 for the three months ended June 30, 2005 and 2004, respectively, and $15,589 and $15,917 for the six months ended June 30, 2005 and 2004, respectively. Consolidated lease expense for automobiles, computer equipment and office equipment was $4,043 and $2,722 for the three months ended June 30, 2005 and 2004, respectively, and $7,876 and $5,266 for the six months ended June 30, 2005 and 2004, respectively.

     MasterCard licenses certain software to its customers. The license agreements contain guarantees under which the Company indemnifies licensees from any adverse judgments arising from claims of intellectual property infringement by third parties. The terms of the guarantees are equal to the terms of the license to which they relate. The amount of the guarantees are limited to damages, losses, costs, expenses or other liabilities incurred by the licensee as a result of any intellectual property rights claims. The Company does not generate significant revenues from software licensing. The fair value of the guarantees is estimated to be negligible.

Note 8. U.S. Merchant Lawsuit and Other Legal Settlements

     In 2003, MasterCard settled the U.S. merchant lawsuit described in Note 10 herein and contract disputes with certain customers. On June 4, 2003, MasterCard International and plaintiffs signed a settlement agreement (the “Settlement Agreement”) which required the Company to pay $125,000 in 2003 and pay $100,000 annually each December from 2004 through 2012. In addition, the Company adopted rules which permit U.S. merchants to elect not to accept MasterCard branded debit or credit cards, implemented programs to allow merchants to identify debit cards, provided signage to merchants and established a separate debit interchange rate for a required period. For a description of interchange, see the text under the heading “Global Interchange Proceedings” in Note 10 herein. Also in 2003, several other lawsuits were initiated by merchants who opted not to participate in the plaintiff class in the U.S. merchant lawsuit. The “opt-out” merchant lawsuits are not covered by the terms of the Settlement Agreement and were settled in 2005. In addition, during 2003 and 2004 MasterCard accrued for settlements and resolutions with MasterCard’s customers and employees, a portion of which were paid in 2005. During the six months ended June 30, 2005, total liabilities for the U.S. merchant lawsuit and other legal settlements changed as follows:

Balance as of December 31, 2004	$	597,594
Interest accretion		23,122
Payments		(14,935	)
Balance as of June 30, 2005	$	605,781

10

MASTERCARD INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — Continued
(In thousands, except per share and percent data)

Note 9. Income Tax

     The effective tax rate for the three and six months ended June 30, 2005 was 35.8% and 35.6%, respectively, compared to 27.1% and 31.7% for the three and six months ended June 30, 2004, respectively. The rate in 2004 was lower than 2005 primarily due to the settlement and reassessment of various tax audit matters, the filing and recognition of refund claims and revaluation of the Company’s deferred state tax assets due to a higher effective state tax rate.

Note 10. Legal and Regulatory Proceedings

     MasterCard is a party to legal proceedings with respect to a variety of matters in the ordinary course of business. Except as described below, MasterCard does not believe that any legal proceedings to which it is a party would have a material impact on its results of operations, financial position, or cash flows.

     Department of Justice Antitrust Litigation and Related Private Litigations

     In October 1998, the United States Department of Justice (“DOJ”) filed suit against MasterCard International, Visa U.S.A., Inc. and Visa International Corp. in the U.S. District Court for the Southern District of New York alleging that both MasterCard’s and Visa’s governance structure and policies violated U.S. federal antitrust laws. First, the DOJ claimed that “dual governance” — the situation where a financial institution has a representative on the board of directors of MasterCard or Visa while a portion of its card portfolio is issued under the brand of the other association — was anti-competitive and acted to limit innovation within the payment card industry. Second, the DOJ challenged MasterCard’s Competitive Programs Policy (“CPP”) and a Visa bylaw provision that prohibit financial institutions participating in the respective associations from issuing competing proprietary payment cards (such as American Express or Discover). The DOJ alleged that MasterCard’s CPP and Visa’s bylaw provision acted to restrain competition.

     On October 9, 2001, the District Court judge issued an opinion upholding the legality and pro-competitive nature of dual governance. However, the judge also held that MasterCard’s CPP and the Visa bylaw constitute unlawful restraints of trade under the federal antitrust laws. On November 26, 2001, the judge issued a final judgment that ordered MasterCard to repeal the CPP insofar as it applies to issuers and enjoined MasterCard from enacting or enforcing any bylaw, rule, policy or practice that prohibits its issuers from issuing general purpose credit or debit cards in the United States on any other general purpose card network. The final judgment also provides that from the effective date of the final judgment until October 15, 2006, MasterCard is required to permit any issuer with which it entered into such an agreement prior to the effective date of the final judgment to terminate that agreement without penalty, provided that the reason for the termination is to permit the issuer to enter into an agreement with American Express or Discover. The final judgment imposes parallel requirements on Visa.

     MasterCard appealed the judge’s ruling with respect to the CPP. On September 17, 2003 a three-judge panel of the Second Circuit issued its decision upholding the District Court’s decision. On October 4, 2004, the Supreme Court denied MasterCard’s petition for certiorari, thereby exhausting all avenues for further appeal in this case. Thereafter, the parties agreed that October 15, 2004 would serve as the effective date of the final judgment.

     On September 18, 2003, MasterCard filed a motion before the District Court judge in the DOJ litigation seeking to enjoin Visa, pending completion of the appellate process, from enforcing a newly-enacted bylaw requiring Visa’s 100 largest issuers of debit cards in the United States to pay a so-called “settlement service” fee if they reduce their Visa debit volume by more than 10%. This bylaw was later modified to clarify that the settlement service fee would only be imposed if an issuer shifted its portfolio of debit cards to MasterCard. Visa implemented this bylaw provision following the settlement of the U.S. merchant lawsuit described under the heading “U.S. Merchant and Consumer Litigations” below. MasterCard believes that this bylaw is punitive and inconsistent with the final judgment in the DOJ litigation. As a result of the Supreme Court’s denial of certiorari, the District Court now has jurisdiction over issues related to the final judgment in the DOJ litigation. On January 10, 2005, MasterCard moved before the District Court to enforce the terms of the final judgment and sought an order enjoining Visa from enforcing or maintaining its settlement service fee bylaw. In addition, MasterCard requested that the Court permit Visa’s largest 100 debit issuers to rescind any debit issuance agreements they entered into with Visa while the

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(In thousands, except per share and percent data)

settlement service fee was in effect. The motion was fully briefed on June 3, 2005, and no date for a hearing has been scheduled. At this time it is not possible to determine the ultimate resolution of this matter.

     On October 4, 2004, Discover Financial Services, Inc. filed a complaint against MasterCard, Visa U.S.A., Inc. and Visa International Incorporated. The complaint was filed in the U.S. District Court for the Southern District of New York and was designated as a related case to the DOJ litigation, and preliminarily assigned to the same judge. The complaint alleges that the implementation and enforcement of MasterCard’s CPP and Visa’s bylaw provision as well as MasterCard’s “Honor All Cards” rule (and a similar Visa rule), which require merchants who accept MasterCard cards to accept for payment every validly presented MasterCard card, violated Sections 1 and 2 of the Sherman Act as well as California’s Unfair Competition Act. The complaint also challenged MasterCard’s “no surcharge rule” (and a similar Visa rule) under the same statutes. On December 10, 2004, MasterCard moved to dismiss the complaint in its entirety for failure to state a claim. In lieu of filing its opposition papers to MasterCard’s motion, Discover filed an amended complaint on January 7, 2005. In the amended complaint, Discover dropped some of its claims, including its challenge against the no surcharge rule and its claims under California’s Unfair Competition Act, but continued to allege that the implementation and enforcement of the Company’s CPP, Visa’s bylaw provision and the Honor All Cards rules are in violation of Sections 1 and 2 of the Sherman Act. Discover requested that the District Court apply collateral estoppel with respect to its final judgment in the DOJ litigation and enter an order that the CPP and Visa’s bylaw provision have injured competition and caused injury to Discover. Discover seeks treble damages in an amount to be proved at trial along with attorneys’ fees and costs. On February 7, 2005, MasterCard moved to dismiss Discover’s amended complaint in its entirety for failure to state a claim. On April 14, 2005, the Court denied, at this stage in the litigation, Discover’s request to give collateral estoppel effect to the findings in the DOJ litigation. In addition, the Court denied MasterCard’s motion to dismiss a number of Discover’s claims. However, the Court reserved ruling with respect to MasterCard’s motion to dismiss those portions of Discover’s claims that are based on MasterCard’s Honor All Cards rule as well those claims under Section 2 of the Sherman Act. On June 30, 2005, the Court found that MasterCard’s motion to dismiss Discover’s Honor All Cards claims was moot since Discover’s counsel acknowledged that Discover was not bringing a tying claim based on the Honor All Cards Rules. The parties are still awaiting the Court’s ruling on the motion to dismiss Discover’s claims brought under Section 2 of the Sherman Act. Discovery will commence after the Court issues this ruling. At this time it is not possible to determine the ultimate resolution of this matter. No provision for losses has been provided in connection with the Discover litigation.

     On November 15, 2004, American Express filed a complaint against MasterCard, Visa and eight member banks, including JPMorgan Chase & Co., Bank of America Corp., Capital One Financial Corp., U.S. Bancorp, Household International Inc., Wells Fargo & Co., Providian Financial Corp. and USAA Federal Savings Bank. The complaint, which was filed in the U.S. District Court for the Southern District of New York, was designated as a related case to the DOJ litigation and was assigned to the same judge. The complaint alleges that the implementation and enforcement of MasterCard’s CPP and Visa’s bylaw provision violated Sections 1 and 2 of the Sherman Act. American Express seeks treble damages in an amount to be proved at trial, along with attorneys’ fees and costs. On January 14, 2005, MasterCard filed a motion to dismiss the complaint for failure to state a claim. On April 14, 2005, the District Court denied, at this stage in the litigation, American Express’ request to give collateral estoppel effect to the findings in the DOJ litigation. In addition, the Court denied MasterCard’s motion to dismiss a number of American Express’ claims. However, the Court reserved ruling with respect to MasterCard’s motion to dismiss those portions of American Express’ claims that were brought under Section 2 of the Sherman Act. Discovery will commence after the Court issues this ruling. At this time it is not possible to determine the ultimate resolution of this matter. No provision for losses has been provided in connection with the American Express litigation.

     Currency Conversion Litigations

     MasterCard International, together with Visa U.S.A., Inc. and Visa International Corp., are defendants in a state court lawsuit in California. The lawsuit alleges that MasterCard and Visa wrongfully imposed an asserted one percent currency conversion “fee” on every credit card transaction by U.S. MasterCard and Visa cardholders involving the purchase of goods or services in a foreign country, and that such alleged “fee” is unlawful. This action, titled Schwartz v. Visa Int’l Corp., et al., was brought in the Superior Court of California in February 2000, purportedly on behalf of the general public. Trial of the Schwartz matter commenced on May 20, 2002 and concluded on November 27, 2002. The Schwartz action claims that the alleged “fee” grossly exceeds any costs the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — Continued
(In thousands, except per share and percent data)

defendants might incur in connection with currency conversions relating to credit card purchase transactions made in foreign countries and is not properly disclosed to cardholders. MasterCard denies these allegations.

     On April 8, 2003, the trial court judge issued a final decision in the Schwartz matter. In his decision, the trial judge found that MasterCard’s currency conversion process does not violate the Truth in Lending Act or regulations, nor is it unconscionably priced under California law. However, the judge found that the practice is deceptive under California law, and ordered that MasterCard mandate that members disclose the currency conversion process to cardholders in cardholder agreements, applications, solicitations and monthly billing statements. As to MasterCard, the judge also ordered restitution to California cardholders. The judge issued a decision on restitution on September 19, 2003, which requires a traditional notice and claims process in which consumers have approximately six months to submit their claims. The court issued its final judgment on October 31, 2003. On December 29, 2003, MasterCard appealed the judgment. The final judgment and restitution process have been stayed pending MasterCard’s appeal. On August 6, 2004 the court awarded plaintiff’s attorneys’ fees in the amount of $28,224 to be paid equally by MasterCard and Visa. Accordingly, during the three months ended September 30, 2004, MasterCard accrued amounts totaling $14,112 which are included in U.S. Merchant Lawsuit and Other Legal Settlements in the Consolidated Statements of Operations (see Note 8). MasterCard subsequently filed a notice of appeal on the attorneys’ fee award on October 1, 2004. With respect to restitution, MasterCard believes that it is likely to prevail on appeal. In February 2005, MasterCard filed an appeal regarding applicability of Proposition 64, which amended sections 17203 and 17204 of the California Business and Professions Code, to this action. Oral argument on the appeal took place on July 18, 2005 on this issue. At this time it is not possible to determine the ultimate resolution of this matter. Other than as set forth above, no provision for losses has been provided in connection with this matter.

     In addition, MasterCard has been served with complaints in state courts in New York, Arizona, Texas, Florida, Arkansas, Illinois, Tennessee, Michigan, Pennsylvania, Ohio, Minnesota and Missouri seeking to, in effect, extend the judge’s decision in the Schwartz matter to MasterCard cardholders outside of California. Some of these cases have been transferred to the U.S. District Court for the Southern District of New York and combined with the federal complaints in MDL No. 1409 discussed below. In other state court cases, MasterCard has moved to dismiss the claims. On February 1, 2005, a Michigan action was dismissed with prejudice and on April 12, 2005, the plaintiff agreed to withdraw his appeal of that decision. On June 24, 2005, a Minnesota action was dismissed with prejudice. The time has not yet run for the plaintiff to file an appeal. On July 13, 2005, an Illinois court dismissed plaintiff’s consumer fraud act claims. MasterCard has also been served with complaints in state courts in California, Texas and New York alleging it wrongfully imposed an asserted one percent currency conversion “fee” in every debit card transaction by U.S. MasterCard cardholders involving the purchase of goods or services in a foreign country and that such alleged “fee” is unlawful. Visa USA, Inc. and Visa International Corp. have been named as co-defendants in the California cases. One such Texas case was dismissed voluntarily by plaintiffs. At this time, it is not possible to determine the ultimate resolution of these matters and no provision for losses has been provided in connection with them.

     MasterCard International, Visa U.S.A., Inc., Visa International Corp., several member banks including Citibank (South Dakota), N.A., Citibank (Nevada), N.A., Chase Bank USA, N.A., Bank of America, N.A. (USA), MBNA, and Diners Club are also defendants in a number of federal class actions that allege, among other things, violations of federal antitrust laws based on the asserted one percent currency conversion “fee”. Pursuant to an order of the Judicial Panel on Multidistrict Litigation, the federal complaints have been consolidated in MDL No. 1409 before Judge William H. Pauley III in the U.S. District Court for the Southern District of New York. In January 2002, the federal plaintiffs filed a Consolidated Amended Complaint (“MDL Complaint”) adding MBNA Corporation and MBNA America Bank, N.A. as defendants. This pleading asserts two theories of antitrust conspiracy under Section 1 of the Sherman Act: (i) an alleged “inter-association” conspiracy among MasterCard (together with its members), Visa (together with its members) and Diners Club to fix currency conversion “fees” allegedly charged to cardholders of “no less than 1% of the transaction amount and frequently more;” and (ii) two alleged “intra-association” conspiracies, whereby each of Visa and MasterCard is claimed separately to have conspired with its members to fix currency conversion “fees” allegedly charged to cardholders of “no less than 1% of the transaction amount” and “to facilitate and encourage institution — and collection — of second tier currency conversion surcharges.” The MDL Complaint also asserts that the alleged currency conversion “fees” have not been disclosed as required by the Truth in Lending Act and Regulation Z.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — Continued
(In thousands, except per share and percent data)

     Defendants have moved to dismiss the MDL Complaint. On July 3, 2003, Judge Pauley issued a decision granting MasterCard’s motion to dismiss in part. Judge Pauley dismissed the Truth in Lending claims in their entirety as against MasterCard, Visa and several of the member bank defendants. Judge Pauley did not dismiss the antitrust claims. Fact and expert discovery in this matter have closed. On November 12, 2003 plaintiffs filed a motion for class certification, which was granted on October 15, 2004. On March 9, 2005, Judge Pauley issued a decision on defendants’ motion to reconsider the class certification decision. The Judge ruled that the arbitration provisions in the cardholder agreements of member bank defendants, Bank One, MBNA, Providian, Household and Bank of America are valid as to those respective banks and MasterCard and, consequently, cardholders of those banks can no longer participate in the class action certified in his earlier decision and must pursue any claims through arbitration. Plaintiffs moved for further reconsideration, which was denied by Judge Pauley on June 16, 2005. In addition, Judge Pauley declined to give effect to the arbitration clauses in the Citibank and Chase cardholder agreements; both banks have noticed an appeal of that decision. The trial date which has been set for May 15, 2006. At this time, it is not possible to determine the ultimate resolution of this matter and no provision for losses has been provided in connection with it.

     Merchant Chargeback-Related Litigations

     On May 12, 2003, a complaint alleging violations of federal and state antitrust laws, breach of contract, fraud and other theories was filed in the U.S. District Court for the Central District of California (Los Angeles) against MasterCard by a merchant aggregator whose customers include businesses selling adult entertainment content over the Internet. The complaint’s allegations focus on MasterCard’s past and potential future assessments on the plaintiff’s merchant bank (acquirer) for exceeding excessive chargeback standards in connection with the plaintiff’s transaction activity as well as the effect of MasterCard’s chargeback rules and other practices on “card-not-present” merchants. Chargebacks refer to a situation where a transaction is returned, or charged back, to an acquirer by an issuer at the request of cardholders or for other reasons. Prior to MasterCard filing any motion or responsive pleading, the plaintiff filed a voluntary notice of dismissal without prejudice on December 5, 2003. On the same date, the plaintiff filed a complaint in the U.S. District Court for the Eastern District of New York making similar allegations to those made in its initial California complaint. MasterCard moved to dismiss all of the claims in the complaint for failure to state a cause of action. On March 30, 2005 the judge granted MasterCard’s motion and dismissed all of the claims in the complaint. On April 11, 2005, the plaintiff filed a notice of appeal of the district court’s order. On June 30, 2005, the plaintiff filed its brief in support of its appeal. MasterCard’s opposition brief is currently due to be filed on August 30, 2005.

     In addition, on June 6, 2003, an action titled California Law Institute v. Visa U.S.A, et al. was initiated against MasterCard and Visa U.S.A., Inc. in the Superior Court of California, purportedly on behalf of the general public. Plaintiffs seek disgorgement, restitution and injunctive relief for unlawful and unfair business practices in violation of California Unfair Trade Practices Act Section 17200, et. seq. Plaintiffs purportedly allege that MasterCard’s (and Visa’s) chargeback fees are unfair and punitive in nature. Plaintiffs seek injunctive relief preventing MasterCard from continuing to engage in its chargeback practices and requiring MasterCard to provide restitution and/or disgorgement for monies improperly obtained by virtue of them. On June 10, 2005, MasterCard filed a motion requesting that the Court bifurcate certain dispositive issues to be tried separately. The parties are waiting for a ruling on that motion. Initial, but limited, discovery is now proceeding in this matter.

     On September 20, 2004, MasterCard was served with a complaint titled PSW Inc. v. Visa U.S.A, Inc., MasterCard International Incorporated, et. al., No. 04-347, in the District Court of Rhode Island. The plaintiff, as alleged in the complaint, provided credit card billing services primarily for adult content web sites. The plaintiff alleges defendants’ excessive chargeback standards, exclusionary rules, merchant registration programs, cross-border acquiring rules and interchange pricing to internet merchants violate federal and state antitrust laws as well as state contract and tort law. The plaintiff seeks $60,000 in compensatory damages as well as $180,000 in punitive damages. On November 24, 2004, MasterCard moved to dismiss the complaint. Prior to the Court ruling on MasterCard’s motion to dismiss, plaintiffs filed an amended complaint on April 6, 2005. This complaint generally mirrors the original complaint but includes additional causes of action based on the purported deprivation of plaintiff’s rights under the First Amendment of the U.S. Constitution. On May 20, 2005, MasterCard moved to dismiss all of PSW’s claims in the complaint for failure to state a claim. The plaintiff filed its opposition to MasterCard’s motion on July 7, 2005. The Court has not yet scheduled oral argument on the motion.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — Continued
(In thousands, except per share and percent data)

     At this time it is not possible to determine the outcome of the merchant chargeback-related litigations. No provision for losses has been provided in connection with these litigations.

     U.S. Merchant and Consumer Litigations

     Commencing in October 1996, several class action suits were brought by a number of U.S. merchants against MasterCard International and Visa U.S.A., Inc. challenging certain aspects of the payment card industry under U.S. federal antitrust law. Those suits were later consolidated in the U.S. District Court for the Eastern District of New York. The plaintiffs challenged MasterCard’s “Honor All Cards” rule and a similar Visa rule. Plaintiffs claimed that MasterCard and Visa unlawfully tied acceptance of debit cards to acceptance of credit cards. The plaintiffs also claimed that MasterCard and Visa conspired to monopolize what they characterized as the point-of-sale debit card market, thereby suppressing the growth of regional networks such as ATM payment systems. On June 4, 2003, MasterCard International signed the Settlement Agreement to settle the claims brought by the plaintiffs in this matter, which the Court approved on December 19, 2003. A number of class members have appealed the District Court’s approval of the settlement. These appeals are largely focused on the Court’s attorneys’ fees award as well on the Court’s ruling on the scope of the release set forth in the Settlement Agreement. On January 4, 2005, the Second Circuit Court of Appeals issued an order affirming the District Court’s approval of the U.S. merchant Settlement Agreement. The settlement is now final as no class members filed a petition for certiorari with the Supreme Court regarding the Second Circuit’s affirmation of the district court’s approval of the settlement. For a further description of the U.S. merchant lawsuit settlement and its impact on MasterCard’s financial results, see Note 8.

     In addition, individual or multiple complaints have been brought in 19 different states and the District of Columbia under state unfair competition statutes against MasterCard International (and Visa) on behalf of putative classes of consumers. The claims in these actions largely mirror the allegations made in the U.S. merchant lawsuit and assert that merchants, faced with excessive merchant discount fees, have passed these overcharges to consumers in the form of higher prices on goods and services sold. While these actions are in their early stages, MasterCard has filed motions to dismiss the complaints in a number of state courts for failure to state a cause of action. Courts in Arizona, Iowa, New York, Michigan, Minnesota, Nebraska, Maine, North Dakota, Kansas, North Carolina, South Dakota, Vermont, Wisconsin and the District of Columbia have granted MasterCard’s motions and dismissed the complaints with prejudice. Plaintiffs have appealed several of these decisions. The plaintiffs in Minnesota have filed a revised complaint on behalf of a purported class of Minnesota consumers who made purchases with debit cards rather than on behalf of all consumers. On July 12, 2005, the court granted MasterCard’s motion to dismiss the Minnesota complaint for failure to state a claim and dismissed the complaint with prejudice. The time in which plaintiffs may appeal this decision is currently running. In addition, the courts in Tennessee and California have granted MasterCard’s motion to dismiss the respective state unfair competition claims but have denied MasterCard’s motions with respect to unjust enrichment claims in Tennessee and Section 17200 claims for unlawful, unfair, and/or fraudulent business practices in California. Both parties have appealed the Tennessee decisions. MasterCard is awaiting decisions on its motions to dismiss in the other state courts.

     On March 14, 2005, MasterCard was served with a complaint that was filed in Ohio state court on behalf of a putative class of consumers under Ohio state unfair competition law. The claims in this action mirror those in the consumer actions described above but also name as co-defendants a purported class of merchants who were class members in the U.S. merchant lawsuit. Plaintiffs allege that Visa, MasterCard and the class members of the U.S. merchant lawsuit conspired to attempt to monopolize the debit card market by tying debit card acceptance to credit card acceptance. MasterCard’s time in which to respond to the complaint is currently running.

     At this time, it is not possible to determine the outcome of these consumer cases and no provision for losses has been provided in connection with them. The consumer class actions are not covered by the terms of the Settlement Agreement in the U.S. merchant lawsuit.

     Global Interchange Proceedings

     Interchange fees represent a sharing of payment system costs among the financial institutions participating in a four-party payment card system such as MasterCard’s. Typically, interchange fees are paid by the merchant bank

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(In thousands, except per share and percent data)

(the “acquirer”) to the cardholder bank (the “issuer”) in connection with transactions initiated with the payment system’s cards. These fees reimburse the issuer for a portion of the costs incurred by it in providing services which are of benefit to all participants in the system, including acquirers and merchants. MasterCard or its members establish a multilateral interchange fee (“MIF”) in certain circumstances as a default fee that applies when there is no other interchange fee arrangement between the issuer and the acquirer. MasterCard establishes a variety of MIF rates depending on such considerations as the location and the type of transaction, and collects the MIF on behalf of the institutions entitled to receive it. As described more fully below, MasterCard’s or its members’ MIFs are subject to regulatory or legal review and/or challenges in a number of jurisdictions. At this time, it is not possible to determine the ultimate resolution of any of the interchange proceedings described below. Accordingly, no provision for losses has been provided in connection with them.

     European Union. In September 2000, the European Commission issued a “Statement of Objections” challenging Visa International’s cross-border MIF under European Community competition rules. On July 24, 2002, the European Commission announced its decision to exempt the Visa MIF from these rules based on certain changes proposed by Visa to its MIF. Among other things, in connection with the exemption order, Visa agreed to adopt a cost-based methodology for calculating its MIF similar to the methodology employed by MasterCard, which considers the costs of certain specified services provided by issuers, and to reduce its MIF rates for debit and credit transactions to amounts at or below certain specified levels.

     On September 25, 2003, the European Commission issued a Statement of Objections challenging MasterCard Europe’s cross-border MIF. MasterCard Europe filed its response to this Statement of Objections on January 5, 2004. MasterCard Europe is engaged in discussions with the European Commission in order to determine under what conditions, if any, the European Commission would issue a favorable ruling regarding MasterCard Europe’s MIF. If MasterCard is unsuccessful in obtaining a favorable ruling, the European Commission could issue a prohibition decision ordering MasterCard to change the manner in which it calculates its cross-border MIF. MasterCard could appeal such a decision to the European Court of Justice. Because the cross-border MIF constitutes an essential element of MasterCard Europe’s operations, changes to it could significantly impact MasterCard International’s European members and the MasterCard business in Europe. In addition, a negative decision by the European Commission could lead to the filing of private actions against MasterCard by merchants seeking substantial damages.

     United Kingdom Office of Fair Trading. On September 25, 2001, the Office of Fair Trading of the United Kingdom (“OFT”) issued a Rule 14 Notice under the U.K. Competition Act 1998 challenging the MasterCard MIF, the fee paid by acquirers to issuers in connection with point of sale transactions, and multilateral service fee (“MSF”), the fee paid by issuers to acquirers when a customer uses a MasterCard-branded card in the United Kingdom either at an ATM or over the counter to obtain a cash advance. Until November 2004 (see below), the MIF and MSF were established by MasterCard U.K. Members Forum Limited (formerly MEPUK) (“MMF”) for domestic credit card transactions in the United Kingdom. The notice contained preliminary conclusions to the effect that the MasterCard U.K. MIF and MSF may infringe U.K. competition law and do not qualify for an exemption in their present forms. In January 2002, MasterCard, MEPUK and several MasterCard U.K. members responded to the notice. On February 11, 2003, the OFT issued a supplemental Rule 14 Notice, which also contained preliminary conclusions challenging MasterCard’s U.K. MIF under the Competition Act. On May 2, 2003, MasterCard and MMF responded to the supplemental notice. On November 10, 2004, the OFT issued a third notice (now called a Statement of Objections) claiming that the MIF infringes U.K. and European Union competition law. In February 2005, MasterCard and MMF responded to the Statement of Objections. An oral hearing was held on March 2, 2005. The OFT is expected to reach a decision later this year.

     On November 18, 2004, MasterCard’s board of directors adopted a resolution withdrawing the authority of the U.K. members to set domestic MasterCard MIFs and MSFs and conferring such authority exclusively on MasterCard’s President and Chief Executive Officer. As a result, if MasterCard and MMF are unsuccessful in obtaining a favorable ruling in the current proceeding, the OFT would have to commence a new proceeding for the purpose of ordering MasterCard to change the manner in which it calculates its U.K. MIF. The OFT has informed MasterCard that, if it issues a prohibition decision in the current proceedings, it is likely to commence a new proceeding challenging MasterCard’s setting of MIFs. Because the MIF constitutes an essential element of MasterCard’s U.K. operations, negative decisions by the OFT in the current or any future proceedings could have a

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(In thousands, except per share and percent data)

significant adverse impact on MasterCard’s U.K. members and on MasterCard’s competitive position and overall business in the U.K. In addition, a negative decision by the OFT could lead to the filing of private actions against MasterCard by merchants seeking substantial damages. In the event of a negative decision by the OFT in the current proceeding, MasterCard and MMF intend to appeal to the Competition Appeals Tribunal and possibly to seek interim relief. Similarly, it is likely that MasterCard would appeal a negative decision by the OFT in any future proceeding to the Competition Appeals Tribunal and would seek interim relief.

     United States. In July 2002, a purported class action lawsuit was filed by a group of merchants in the U.S. District Court for the Northern District of California against MasterCard International, Visa U.S.A., Inc., Visa International Corp. and several member banks in California alleging, among other things, that MasterCard’s and Visa’s interchange fees contravene the Sherman Act. The suit seeks treble damages in an unspecified amount, attorney’s fees and injunctive relief, including the divestiture of bank ownership of MasterCard and Visa, and the elimination of MasterCard and Visa marketing activities. On March 4, 2004, the court dismissed the lawsuit with prejudice in reliance upon the approval of the Settlement Agreement in the U.S. merchant lawsuit by the U.S. District Court for the Eastern District of New York, which held that the settlement and release in that case extinguished the claims brought by the merchant group in the present case. The plaintiffs have appealed the U.S. District Court for the Eastern District of New York’s approval of the U.S. merchant lawsuit settlement and release to the Second Circuit Court of Appeals and have also appealed the U.S. District Court for the Northern District of California’s dismissal of the present lawsuit to the Ninth Circuit Court of Appeals. On January 4, 2005, the Second Circuit Court of Appeals issued an order affirming the District Court’s approval of the U.S. merchant lawsuit settlement agreement, including the District Court’s finding that the settlement and release extinguished such claims. Plaintiffs did not seek certiorari of the Second Circuit’s decision with the U.S. Supreme Court. The appeal to the Ninth Circuit is currently pending.

     On October 8, 2004, a new purported class action lawsuit was filed by a group of merchants in the U.S. District Court for the Northern District of California against MasterCard International, Visa U.S.A., Inc., Visa International Corp. and several member banks in California alleging, among other things, that MasterCard’s and Visa’s interchange fees contravene the Sherman Act and the Clayton Act. The complaint contains similar allegations to those brought in the interchange case described in the preceding paragraph, and plaintiffs have designated it as a related case. The plaintiffs seek damages and an injunction against MasterCard (and Visa) setting interchange and engaging in “joint marketing activities,” which plaintiffs allege include the purported negotiation of merchant discount rates with certain merchants. On November 19, 2004, MasterCard filed an answer to the complaint. The plaintiff filed an amended complaint on April 25, 2005. MasterCard moved to dismiss the claims in the complaint for failure to state a claim and, in the alternative, also moved for summary judgment with respect to certain of the claims. The Court heard oral argument on MasterCard’s motion to dismiss on July 8, 2005. On July 25, 2005, the Court issued an order granting MasterCard’s motion to dismiss and dismissed the plaintiff’s compliant with prejudice. The time in which the plaintiff can appeal this decision is currently running.

     On June 22, 2005, a purported class action lawsuit was filed by a group of merchants in the U.S. District Court of Connecticut against MasterCard International Incorporated, Visa U.S.A., Inc. Visa International Service Association and a number of member banks alleging, among other things, that MasterCard’s and Visa’s purported setting of interchange fees violates Section 1 of the Sherman Act. In addition, the complaint alleges MasterCard’s and Visa’s purported tying and bundling of transaction fees also constitutes a violation of Section 1 of the Sherman Act. The suit seeks treble damages in an unspecified amount, attorney’s fees and injunctive relief. MasterCard’s time in which to respond to the complaint is currently running. In addition, on June 28, 2005, a second class action lawsuit was filed on behalf of a purported class of merchants in the Southern District of New York against MasterCard, Visa U.S.A., Inc. and Visa International. This suit alleges that MasterCard and Visa’s interchange fees violate Section 1 of the Sherman Act. The suit also alleges that MasterCard and Visa have enacted various rules, including the no surcharge rule, which purportedly constitute unlawful restraints of trade. The suit seeks treble damages, attorney’s fees and injunctive relief. There has been a number of additional class action lawsuits on behalf of merchants filed in the Southern District of New York generally mirroring the allegations contained in the lawsuits described above. Likewise, there have been a number of complaints containing similar allegations filed in the Northern District of California, the District of Connecticut and the Eastern District of Wisconsin. MasterCard has yet to be served with the complaints in the majority of these actions, and its time in which to respond to the complaints with which it has been served is currently running.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — Continued
(In thousands, except per share and percent data)

     At this time it is not possible to determine the outcome of these interchange-related litigations. No provisions for losses have been provided in connection with these litigations.

     Other Jurisdictions.

     In Spain, the Competition Tribunal issued a decision in April 2005 denying the interchange fee exemption applications of two of the three domestic credit and debit card processing systems and beginning the process to revoke the exemption it had previously granted to the third such system. The interchange fees set by these three processors apply to MasterCard transactions in Spain and consequently, MasterCard has appealed this decision. In addition, the Tribunal expressed views as to the appropriate manner for setting domestic interchange fees which, if implemented, would result in substantial reductions in credit and debit card interchange fees in Spain. This could have a material impact on MasterCard’s business in Spain.

     MasterCard is aware that regulatory authorities and/or central banks in certain other jurisdictions, including Poland, New Zealand, Portugal, Mexico, Colombia, South Africa, Hungary and Switzerland are reviewing MasterCard’s and/or its members’ interchange fees and/or related practices and may seek to regulate the establishment of such fees and/or such practices.

Note 11. Settlement and Travelers Cheque Risk Management

     Settlement risk is the legal exposure due to the difference in timing between the payment transaction date and subsequent settlement. Settlement risk is estimated using the average daily card charges during the quarter multiplied by the estimated number of days to settle. The Company has global risk management policies and procedures, which include risk standards to provide a framework for managing the Company’s settlement exposure. MasterCard International’s rules generally guarantee the payment of MasterCard transactions and certain Cirrus and Maestro transactions between principal members. The term and amount of the guarantee are unlimited. Member-reported transaction data and the transaction clearing data underlying the settlement risk exposure calculation may be revised in subsequent reporting periods.

     In the event that MasterCard International effects a payment on behalf of a failed member, MasterCard International may seek an assignment of the underlying receivables. Subject to approval by the Board of Directors, members may be assessed for the amount of any settlement loss.

     MasterCard requires certain members that are not in compliance with the Company’s risk standards in effect at the time of review to post collateral, typically in the form of letters of credit and bank guarantees. This requirement is based on management review of the individual risk circumstances for each member that is out of compliance. In addition to these amounts, MasterCard holds collateral to cover variability and future growth in member programs; the possibility that it may choose to pay merchants to protect brand integrity in the event of merchant bank/acquirer failure, although it is not contractually obligated to do so; and Cirrus and Maestro related risk. MasterCard monitors its credit risk portfolio on a regular basis to estimate potential concentration risks and the adequacy of collateral on hand. Additionally, from time to time, the Company reviews its risk management methodology and standards. As such, the amounts of estimated settlement exposure are revised as necessary.

18

MASTERCARD INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — Continued
(In thousands, except per share and percent data)

     Estimated settlement exposure, and the portion of the Company’s uncollateralized settlement exposure for MasterCard-branded transactions that relates to members that are deemed not to be in compliance with, or that are under review in connection with, the Company’s risk management standards were as follows:

	June 30 , 2005			December 31, 2004
MasterCard-branded transactions:
Gross legal settlement exposure	$	13,898,001		$	14,055,973
Collateral held for legal settlement exposure		(1,295,809	)		(1,482,319	)
Net uncollateralized settlement exposure	$	12,602,192		$	12,573,654
Uncollateralized settlement exposure attributable to non-compliant members	$	314,806		$	299,995
Cirrus and Maestro transactions:
Gross legal settlement exposure	$	1,553,481		$	1,294,145

     Although MasterCard holds collateral at the member level, the Cirrus and Maestro estimated settlement exposures are calculated at the regional level. Therefore, these settlement exposures are reported on a gross basis, rather than net of collateral.

     Of the total estimated settlement exposure under the MasterCard brand, net of collateral, the U.S. generated approximately 51% and 52% at June 30, 2005 and December 31, 2004, respectively. No individual country, other than the U.S. generated more than 10% of this exposure. Of the total uncollateralized settlement exposure attributable to non-compliant members, five members represented approximately 69% and 65% at June 30, 2005 and December 31, 2004, respectively.

     MasterCard guarantees the payment of MasterCard-branded travelers cheques in the event of issuer default. The guarantee estimate is based on all outstanding MasterCard-branded travelers cheques, reduced by an actuarial determination of cheques that are not anticipated to be presented for payment. The term and amount of the guarantee are unlimited. MasterCard calculated its MasterCard-branded travelers cheques exposure under this guarantee as $1,074,957 and $1,172,533 at June 30, 2005 and December 31, 2004, respectively.

     A significant portion of the Company’s travelers cheque credit risk is concentrated in one MasterCard travelers cheque issuer. MasterCard has obtained an unlimited guarantee estimated at $882,281 and $969,593 at June 30, 2005 and December 31, 2004, respectively, from a financial institution that is a member, to cover all of the exposure of outstanding travelers cheques with respect to that issuer. In addition, MasterCard has obtained guarantees estimated at $27,915 and $28,592 at June 30, 2005 and December 31, 2004, respectively, from financial institutions that are members in order to cover the exposure of outstanding travelers cheques with respect to another issuer. These guarantee amounts have also been reduced by an actuarial determination of cheques that are not anticipated to be presented for payment.

     Based on the Company’s ability to assess its members for settlement and travelers cheque losses, the effectiveness of the Company’s global risk management policies and procedures, and the historically low level of losses that the Company has experienced, management believes the probability of future payments for settlement and travelers cheque losses in excess of existing reserves is negligible. However, if circumstances in the future change, the Company may need to reassess whether it would be necessary to record an obligation for the fair value of some or all of its settlement and travelers cheque guarantees.

19

MASTERCARD INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — Continued
(In thousands, except per share and percent data)

Note 12. Foreign Exchange Risk Management

     The Company enters into foreign currency forward contracts to minimize risk associated with anticipated receipts and disbursements denominated in foreign currencies and the possible changes in value due to foreign exchange fluctuations of assets and liabilities denominated in foreign currencies. MasterCard’s forward contracts are classified by functional currency as summarized below:

U.S. Dollar Functional Currency

	June 30, 2005					December 31, 2004
			Estimated					Estimated
Forward Contracts	Notional		Fair Value			Notional		Fair Value
Commitments to purchase foreign currency	$	61,278	$	(365	)	$	40,981	$	1,854
Commitments to sell foreign currency		40,760		(147	)		20,226		(655	)

Euro Functional Currency

	June 30, 2005					December 31, 2004
			Estimated					Estimated
Forward Contracts	Notional		Fair Value			Notional		Fair Value
Commitments to purchase foreign currency	$	90,213	$	3,423		$	128,253	$	(6,494	)
Commitments to sell foreign currency		50,488		(780	)		—		—

     The currencies underlying the foreign currency forward contracts consist primarily of euro, U.K. pounds sterling, Swiss francs, Japanese yen and Australian dollars. The fair value of the foreign currency forward contracts generally reflects the estimated amounts that the Company would receive or (pay), on a pre-tax basis, to terminate the contracts at the reporting date based on broker quotes for the same or similar instruments. The terms of the foreign currency forward contracts are generally less than 18 months. The Company has deferred $1,827 of net gains and $3,497 of net losses, after tax, in accumulated other comprehensive income as of June 30, 2005 and December 31, 2004, respectively, all of which is expected to be reclassified to earnings within the next six months to provide an economic offset to the earnings impact of the anticipated cash flows hedged.

     The Company’s derivative financial instruments are subject to both credit and market risk. Credit risk is the risk of loss due to failure of the counterparty to perform its obligations in accordance with contractual terms. Market risk is the potential change in an investment’s value caused by fluctuations in interest and currency exchange rates, credit spreads or other variables. Credit and market risk related to derivative instruments were not material at June 30, 2005 and December 31, 2004.

     Generally, the Company does not obtain collateral related to forward contracts because of the high credit ratings of the counterparties that are members. The amount of accounting loss the Company would incur if the counterparties failed to perform according to the terms of the contracts is not considered material.

20

MASTERCARD INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — Continued
(In thousands, except per share and percent data)

Note 13. Stockholders’ Equity

     MasterCard’s capital stock is privately held by certain of the Company’s customers which are principal members of MasterCard International. Each principal member of MasterCard International also has a class A membership interest in MasterCard International, representing that member’s continued rights as a licensee to use MasterCard’s brands, programs, products and services. MasterCard Incorporated owns the sole class B membership interest in MasterCard International, entitling MasterCard Incorporated to exercise all economic rights and substantially all voting rights in MasterCard International. MasterCard International is the Company’s principal operating subsidiary.

     The authorized capital stock of MasterCard Incorporated at June 30, 2005 consists of 275,000 shares of class A redeemable common stock, par value $.01 per share (of which 84,000 shares are issued and outstanding); 25,000 shares of class B convertible common stock, par value $.01 per share (of which 16,000 shares are issued and outstanding); and 75,000 shares of class C common stock, par value $.01 per share (of which no shares are issued or outstanding). Class C common stock may be issued from time to time with voting powers, designations, preferences and other rights to be determined by the MasterCard board of directors, in compliance with certain limitations, as set forth in the certificate of incorporation of MasterCard.

     The class A and B shares were issued on June 28, 2002, pursuant to an Agreement and Plan of Merger dated as of February 13, 2002, in which MasterCard International merged with a subsidiary of MasterCard Incorporated (the “Conversion”) and the Integration Agreement pursuant to which MasterCard Incorporated acquired all of the outstanding shares of Europay International S.A. (now MasterCard Europe) (the “Integration”). In the Conversion and Integration, each principal member of MasterCard International received shares of class A redeemable common stock and class B convertible common stock of MasterCard, representing each member’s existing equity interest in the Company.

     Pursuant to the Company’s bylaws (the “bylaws”), on July 1, 2005 all of the Company’s class B convertible common stock converted to class A redeemable common stock. Thereafter, all class A redeemable common stock will be reallocated among the Company’s stockholders (the “reallocation”) based on a global proxy calculation set forth in the Company’s bylaws. The global proxy calculation is based on the stockholders’ business contribution to MasterCard Incorporated during the twelve months ended June 30, 2005. MasterCard Incorporated intends to redeem and issue shares in order to facilitate the reallocation, which is anticipated to be finalized no later than the fourth quarter of 2005. The global proxy calculation will occur annually after July 1, 2005 based on each stockholder’s business contribution to MasterCard Incorporated during the previous twelve months. Transfers of shares of common stock and assignment of the right to receive shares were not permitted until July 1, 2005. After July 1, 2005, no reallocation will occur however each stockholder must maintain an ownership percentage of common stock that is no less than 75% and no more than 125% of the shares determined in the most recent global proxy calculation. Stockholders may be required to purchase or sell shares of MasterCard, in accordance with procedures established by the Company, in order to satisfy these requirements.

     The bylaws also set forth that customers that became principal members of MasterCard International subsequent to January 1, 2001, would be eligible to participate in the reallocation. To permit this to occur, the Company will issue one share to principal members that qualify to participate in the reallocation as of July 1, 2005 but did not receive shares on June 28, 2002. Accordingly, MasterCard issued 348 shares to such principal members on July 1, 2005. The issuance of this common stock will be recorded at par in the three months ended September 30, 2005 by reclassifying a portion of retained earnings to common stock. All shares received by these new members, both issued and as a result of the reallocation, will be restricted for resale under applicable U.S. securities laws.

     After July 1, 2005, MasterCard Incorporated may, at its option, redeem the common stock of a stockholder that ceases to be a principal member of MasterCard International for the book value of the shares, based on MasterCard’s financial statements most recently filed with the Securities and Exchange Commission. If MasterCard Incorporated does not redeem the stockholder’s shares, a stockholder ceasing to be a member of MasterCard International after July 1, 2005 will be required to offer the unredeemed shares to the other stockholders of MasterCard in accordance with procedures to be established by the Company.

21

MASTERCARD INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — Continued
(In thousands, except per share and percent data)

Note 14. Acquisition of MasterCard Europe

     On June 28, 2002, MasterCard Incorporated issued 23,760 shares of its common stock to the shareholders of Europay International (“EPI”), now MasterCard Europe, and MasterCard Europay U.K. Limited (“MEPUK”), in return for directly and indirectly acquiring 100% of the shares of EPI not previously owned by MasterCard International. Of the 23,760 shares attributable to the exchange of EPI and MEPUK shares, 6,150 shares are conditional shares subject to reallocation as of July 1, 2005, as described in Note 13 herein.

     Each shareholder of EPI (other than MasterCard International and MEPUK) entered into a separate share exchange agreement pursuant to which it exchanged its EPI shares for shares of class A redeemable and class B convertible common stock of MasterCard Incorporated. The shareholders of MEPUK entered into an agreement pursuant to which they exchanged their MEPUK shares for class A redeemable and class B convertible common stock of MasterCard Incorporated. As a result, EPI and MEPUK became wholly-owned subsidiaries of MasterCard Incorporated. MEPUK’s sole asset was shares of EPI (now MasterCard Europe). In addition, class B convertible common stock automatically converted into class A redeemable common stock on July 1, 2005.

     In calculating the purchase price of EPI, the Company considered only the unconditional shares issued to the former shareholders of EPI and MEPUK. Since former EPI and MEPUK shareholders will retain or receive additional shares without remitting any additional consideration, any conditional shares retained or received by them will constitute a part of the purchase price. Any conditional shares issued will be valued based upon the estimated fair value of the stock of MasterCard Incorporated as of July 1, 2005 and will result in an increase to the purchase price for EPI, the amount of goodwill and additional paid-in capital initially recorded. The Company began the process of determining the reallocation of the shares among its stockholders as of July 1, 2005. The reallocation of the shares and the determination of the amount of EPI conditional shares, if any, to be issued to the former shareholders of EPI and MEPUK are anticipated to be finalized no later than the fourth quarter of 2005. Based on preliminary estimates of the performance of the Company’s shareholders and other pertinent data utilized in the reallocation formula, the Company anticipates the purchase price for EPI and accordingly the amount of goodwill recorded will increase. Subsequent to the determination of the incremental purchase price, the total amount of goodwill relating to the acquisition of MasterCard Europe will be tested for impairment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion should be read in conjunction with the consolidated financial statements and notes of MasterCard Incorporated and its consolidated subsidiaries, including MasterCard International Incorporated (“MasterCard International”) and MasterCard Europe sprl (“MasterCard Europe”)(together, “MasterCard” or the “Company”) included elsewhere in this report. References to “we”, “our” and similar terms in the following discussion are references to the Company.

Forward-Looking Statements

     This Report on Form 10-Q contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this Report, the words “believe,” “expect,” “could,” “may,” “would”, “will” and similar words are intended to identify forward-looking statements. These statements relate to our future prospects, developments and business strategies. Many factors and uncertainties relating to our operations and business environment, all of which are difficult to predict and many of which are outside of our control, influence whether any forward-looking statements can or will be achieved. Any one of those factors could cause our actual results to differ materially from those expressed or implied in writing in any forward-looking statements made by MasterCard or on its behalf. We believe there are certain risk factors that are important to our business, and these could cause actual results to differ from our expectations. Reference should be made to the Company’s 2004 Annual Report on Form 10-K for a complete discussion of these risk factors under the caption “Risk Factors” in Item 1 — Business.

Overview

     The strength of our business is evident from our financial results for the three and six months ended June 30, 2005. Revenue growth was 19% and 15% in the three and six months ended June 30, 2005, respectively, from the comparable periods in 2004. In addition to strong revenue growth, there were modest 6% increases in operating expenses in each of the three and six months ended June 30, 2005 versus the same periods in the prior year, resulting in net income increases of 82% and 54%, respectively. The impact of favorable foreign currency fluctuation of the dollar against the euro contributed 1% in each period to the increases in revenues and expenses.

     Our liquidity and capital position is also strong. We have $1.2 billion in cash, cash equivalents and available-for-sale securities, and $1.1 billion in stockholders’ equity as of June 30, 2005.

     Revenue growth can be attributed to higher gross dollar volume (“GDV”), more transactions being processed and certain pricing changes which went into effect in the three months ended June 30, 2005. Our revenue growth in 2005 is moderated by pricing arrangements and business agreements for rebates and incentives with certain large customers and merchants. The number of agreements and amount of support provided to our customers has been increasing due to enhanced competition in the global payments industry and continued consolidation and globalization of key customers and merchants. Rebates and incentives are generally based on GDV or other performance hurdles such as card issuance. Rebates and incentives were 17% and 18% of our gross revenues in the three and six months ended June 30, 2005, respectively.

     We have begun to implement strategic initiatives by hiring additional resources and developing sales personnel to enhance our relationships with our customers and the merchants that accept the cards carrying our brands. We will seek to leverage our expertise in payment programs, brand marketing, technology, processing and consulting services to expand the value-added services we provide our customers. We expect our efforts will continue to drive our business growth; strengthen our brands, technology and acceptance network; and differentiate MasterCard from our competition by developing innovative payment solutions and customized services. In addition, we intend to address proactively the legal, regulatory and other industry risks that impact our business. We believe our resources are sufficient to fund our initiatives in 2005 and beyond.

23

Results of Operations

							Percent									Percent
	Three Months						Increase			Six Months						Increase
	Ended June 30,						(Decrease)			Ended June 30,						(Decrease)
							2005 vs.									2005 vs.
	2005			2004			2004			2005			2004			2004
	(In millions, except per share and GDV amounts)
Operations fees	$	489		$	397			23	%	$	901		$	769			17	%
Assessments		283			250			13			529			473			12
Revenue		772			647			19			1,430			1,242			15
General and administrative		319			285			12			626			562			11
Advertising and market development		232			229			1			403			396			2
U.S. merchant lawsuit and other legal settlements		—			4			—			—			4			—
Depreciation and amortization		29			31			(6	)		57			63			(10	)
Total operating expenses		580			549			6			1,086			1,025			6
Operating income		192			98			96			344			217			59
Total other income (expense)		(5	)		(8	)		38			(12	)		(13	)		8
Income before income tax expense		187			90			107			332			204			63
Income tax expense		67			24			179			118			65			82
Net income	$	120		$	66			82		$	214		$	139			54
Net income per share (basic and diluted)	$	1.20		$	.66			82		$	2.14		$	1.39			54
Weighted average shares outstanding (basic and diluted)		100			100			—			100			100			—
Effective income tax rate		35.8	%		27.1	%					35.6	%		31.7	%
Gross dollar volume (“GDV”) on a U.S. dollar converted basis (in billions)	$	408		$	354			15		$	791		$	691			14
Processed transactions		3,462			3,034			14			6,574			5,829			13

Impact of Foreign Currency Rates

     Our operations are impacted by changes in foreign currency exchange rates. Quarterly assessment fees are calculated based on local currency volume which is converted to U.S. dollar volume using average exchange rates for the quarter. In three and six months ended June 30, 2005, GDV increased 15% and 14%, respectively, on a U.S. dollar converted basis, which exceeded local currency GDV growth of 12% in each of these periods compared to the same periods in the prior year. Accordingly, a portion of the increases in assessment revenue for these periods is attributable to the devaluation of the U.S. dollar. In addition, consumer behavior, particularly international transactions, may vary with changes in foreign currency exchange rates.

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     We are especially impacted by the movements of the euro to the U.S. dollar since MasterCard Europe’s functional currency is the euro. The devaluation of the U.S. dollar against the euro and the impact of the translation of MasterCard Europe’s operating results into U.S. dollars are summarized below:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2005			2004		2005			2004
Euro to U.S. dollar average exchange rate	$	1.26		$	1.20	$	1.28		$	1.22
Devaluation of U.S. dollar to euro		5	%				5	%
Revenue growth attributable to translation of MasterCard Europe revenues to U.S. dollars		1	%				1	%
Operating expense growth attributable to translation of MasterCard Europe expenses to U.S. dollars		1	%				1	%

Revenues

     Our revenues are generated from the fees that we charge our customers for providing transaction processing and other payment services, and from assessments calculated on the dollar volume of activity on cards carrying our brands. Certain revenues are estimated based upon aggregate transaction information and projected customer performance. A component of our revenue growth in the three and six months ended June 30, 2005 was the result of implementing new fees and the changes to existing fees charged to our customers during the three months ended June 30, 2005.

     We believe revenue growth was positively impacted by the worldwide trend in which payments are migrating from paper-based forms to electronic forms such as payment cards. This trend has helped drive our volume and revenue growth for a number of years. However, this growth is being moderated by the demand from our customers for better pricing arrangements and greater rebates and incentives. The rebates and incentives are calculated on a monthly basis based upon estimated performance and the terms of the related business agreements. Rebates and incentives are recorded as a reduction of revenue in the same period as performance has occurred.

     We establish standards and procedures for the acceptance and settlement of our customer’s transactions on a global basis. Our revenues are based upon transactional information accumulated by our systems or reported by our customers, who may choose to engage third parties for transaction processing. Our customers are responsible to ensure these third parties comply with our standards. We do not issue cards, set fees, or determine the interest rates consumers will be charged on cards carrying our brands. Our issuing customers have the responsibility for determining these and most other competitive card features.

     The U.S. remains our largest geographic market representing 54% and 59% of total revenues in the three months ended June 30, 2005 and 2004, respectively, and 55% and 58% of total revenues in the six months ended June 30, 2005 and 2004, respectively. No individual country, other than the U.S., generated more than 10% of total revenues in all periods.

25

Operations Fees

     Operations fees primarily represent user fees for authorization, clearing, settlement and other payment services that facilitate transaction and information management among our customers on a global basis. Operations fees increased $92 million or 23% and $132 million or 17% in the three and six months ended June 30, 2005, respectively, compared to the same periods in 2004. The significant changes in operations fees were as follows:

	Change in Revenue
	Increase (Decrease)
	Three Months			Six Months Ended
	Ended June 30,			June 30,
	2005 vs. 2004			2005 vs. 2004
	(In millions)
Authorization, settlement and switch	$	39		$	60
Acceptance development fees		23			32
Currency conversion		13			22
Consulting fees and research subscriptions		7			13
Connectivity		8			8
Other operations fees		8			19
Gross operations fees change		98			154
Increase in rebates		(6	)		(22	)
Net change in operations fees	$	92		$	132

• Authorization, settlement and switch revenues increased $39 million, or 18% and $60 million or 14% in the three and six months ended June 30, 2005, respectively, compared to the same periods in 2004. These revenues are driven by the number of transactions processed through our systems, which increased 14% and 13% in the three and six months ended June 30, 2005, respectively, compared to the same periods in 2004. In addition, these revenues increased due to the pricing of a component of these revenues being restructured during 2005.

• Acceptance development fees assessed to members have increased to support our focus on developing merchant relationships and promote acceptance at the point of sale. New fees were implemented and the pricing on existing fees was increased during 2005.

• Currency conversion revenues increased $13 million, or 19%, and $22 million, or 17%, in the three and six months ended June 30, 2005, respectively, compared to the same periods in 2004. These revenues fluctuate with the level of cross-border transactions and our customers’ need for transactions to be converted into their base currency.

• Consulting fees and research subscriptions are primarily generated by MasterCard Advisors, our advisory services group. Consulting fees have increased due to new engagements with our customers. Additionally, in the first quarter of 2004, MasterCard acquired a consulting firm and revenues from this firm were greater in the three and six months ended June 30, 2005 compared to the same periods in 2004.

• Our connectivity fee structure changed in the three months ended June 30, 2005 to be based on the volume of information being transmitted through MasterCard systems and the number of connections. Previously, connectivity fees were solely based on the number of connections. This change resulted in incremental revenue.

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• Other operations fees represent various revenue streams including system services, fees for non-compliance with MasterCard’s standards, manuals and publications. The change in any individual component of this revenue category is not considered material.

• Rebates are primarily based on transactions and volumes and, accordingly, increase as these variables increase. Rebates have been increasing due to agreements with new customers, renewals of existing agreements, ongoing consolidation of our customers and competition. Rebates as a percentage of gross operations fees were 7% in each of the three months ended June 30, 2005 and 2004 and 8% and 7% in the six months ended June 30, 2005 and 2004, respectively.

Assessments

     Assessments are revenues that are calculated based on our customers’ GDV. GDV represents gross usage (purchases and cash disbursements) on cards carrying our brands for goods and services including balance transfers and convenience checks. In the three and six months ended June 30, 2005, assessments revenue grew $33 million, or 13% and $56 million or 12%, respectively, versus the comparable periods in 2004. In three and six months ended June 30, 2005, GDV increased 15% and 14%, respectively, on a U.S. dollar converted basis, which exceeded local currency GDV growth of 12% in each of these periods compared to the same periods in the prior year.

     Specific countries in Europe and Latin America have separate marketing assessment fees based on volume. These fees are used by MasterCard to expand new and existing market development programs to promote the MasterCard brand in these countries. In addition to the increase in GDV, assessments were greater due to new or higher regional marketing assessment fees.

     Rebates and incentives provided to customers and merchants increased $40 million and $78 million in the three and six months ended June 30, 2005 versus the comparable periods in 2004. These rebates and incentives reduce revenue, moderate assessments revenue growth and are generally based on GDV, as well as a fixed component for the issuance of new cards or the launch of new programs. Rebates and incentives as a percentage of gross assessments were 31% and 26% in each of the three and six months ended June 30, 2005 and 2004, respectively. We entered into pricing arrangements with certain large customers and merchants in 2004 that we expect will moderate net revenue growth in 2005 and subsequent years.

Operating Expenses

     Our operating expenses are comprised of general and administrative, advertising and market development, and depreciation and amortization expenses. Operating expenses as a percentage of net revenues declined to 75% from 85% in the three months ended June 30, 2005 and to 76% from 83% in the six months ended June 30, 2005, in each case from the comparable period in 2004.

General and Administrative

     General and administrative expenses consist primarily of personnel, professional fees, telecommunications and travel. In the three and six months ended June 30, 2005 and 2004, general and administrative expenses as a percentage of net revenues were approximately 41% and 44%, respectively, compared to 44% and 45%, respectively, in the same periods in 2004. The major components of changes in general and administrative expenses are as follows:

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	Change
	Increase (Decrease)
	Three months ended			Six months ended
	June 30,			June 30,
	2005 vs. 2004			2005 vs. 2004
	(In millions)
Personnel	$	30		$	48
Professional fees		1			9
Telecommunications		—			(3	)
Travel		4			9
Other		(1	)		1
General and administrative expense change	$	34		$	64

• Personnel expense increased in 2005 primarily due to additional headcount to support our strategic initiatives and the acquisition of the two consulting firms in the first and second quarters of 2004. As we continue to expand our customer-focused approach and expand our relationships with merchants, additional personnel are required.

• Professional fees increased in the three and six months ended June 30, 2005 primarily due to legal fees and consulting services being utilized primarily to develop and implement our strategic initiatives.

• Telecommunications expense in the six months ended June 30, 2005 decreased as a result of our ongoing evaluation of telecommunication needs, including renegotiation of certain contracts with service providers.

• Travel expenses are incurred primarily for travel to customer and regional meetings. More travel in the three and six months ended June 30, 2005 than in the comparable period in 2004 was necessary to maintain and enhance our relationships with customers and merchants.

• Other includes rental expense for our facilities, foreign exchange gains and losses and other miscellaneous administrative expenses. During the three and six months ended June 30, 2005, foreign exchange gains of $4 million and $3 million, respectively, offset increases in other general and administrative expenses.

Advertising and Market Development

     Advertising and market development consists of expenses associated with advertising, marketing, promotions and sponsorships, which promote our brand and assist our customers in achieving their goals by raising consumer awareness and usage of cards carrying our brands. Advertising and market development expenses increased $3 million or 1% and $7 million or 2% in the three and six months ended June 30, 2005, respectively. In the three and six months ended June 30, 2005, advertising and market development expenses as a percentage of net revenues were approximately 30% and 28%, respectively, of total revenues compared to 35% and 32%, respectively, in the same periods in 2004.

     Our brands, principally MasterCard, are valuable strategic assets which convey symbols that can be readily identified by our customers, as well as their cardholders, creating value for our business. Our advertising and marketing efforts are focused on ensuring that our services are identified, communicated and marketed in a clear, efficient and consistent manner, not only on a local level, but also on a global scale. We are committed to maintaining and enhancing our MasterCard brand reputation and image. Our “Priceless” campaign has run in 105 countries and 48 languages and we continue to invest significantly in this campaign. In addition, we undertake programs from time to time to focus our marketing efforts in order to build brand recognition, to promote brand acceptance and enhance the development of our

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programs and services in certain markets. MasterCard also has corporate sponsorships and conducts promotions to generate usage of cards carrying our brands. Our sponsorships include the World Cup, UEFA Champions League, certain National Football League teams, Major League Baseball, the Professional Golf Association and Universal Studios.

Depreciation and Amortization

     Depreciation and amortization expenses decreased $2 million and $6 million in the three and six months ending June 30, 2005, respectively, versus the comparable period in 2004. This decrease was primarily related to the maturity of certain capital leases and certain assets becoming fully depreciated.

Income Taxes

     The effective tax rate for the three and six months ended June 30, 2005 was 35.8% and 35.6%, respectively, compared to 27.1% and 31.7% for the three and six months ended June 30, 2004, respectively. The rate in 2004 was lower than 2005 primarily due to the settlement and reassessment of various tax audit matters, the filing and recognition of refund claims and revaluation of the Company’s deferred state tax assets due to a higher effective state tax rate.

Liquidity

     At June 30, 2005 and December 31, 2004, we had $1.2 billion and $1.1 billion, respectively, of cash, cash equivalents and available-for-sale securities with which to manage operations. We believe our ability to generate cash to reinvest in our business is one of our fundamental financial strengths. We need capital resources and liquidity to fund our global development, to provide for credit and settlement risk, to finance capital expenditures, future acquisitions, to service the payments of principal and interest on our outstanding debt and the settlement of the U.S. merchant lawsuit. We expect that the cash generated from operations and our borrowing capacity will be sufficient to meet our operating, working capital and capital needs in 2005 and thereafter. In addition, we believe that our resources are sufficient to fund our initiatives to accelerate our profitable growth and to enhance the global position of MasterCard in 2005 and beyond. However, our liquidity could be negatively impacted by the outcome of any of the legal or regulatory proceedings to which we are a party. See “Legal, Regulatory and Other Industry Risks.”

	Six Months					Dollar Change
	Ended June 30,					Increase
	2005		2004			2005 vs. 2004
	(in millions)
Cash flow data:
Net cash provided by operating activities	$	197	$	145		$	52
Net cash provided by (used in) investing activities		13		(76	)		89

	June 30, 2005		December 31, 2004
	(in millions, except ratio)
Balance sheet data:
Current assets	$	2,039	$	1,903
Current liabilities		1,222		1,301
Long-term liabilities		993		984
Stockholders’ equity		1,129		975
Working capital ratio		1.67		1.46

     Net cash provided by operating activities in the six months ended June 30, 2005 and 2004 was $197 million and $145 million, respectively. The increase in cash from operations was principally due to the increase in net income offset by an increase in accounts receivable in 2005 as compared to 2004, as well as the timing of payment of accounts payable versus the prior period. We believe that the liabilities related to the U.S. merchant lawsuit settlement and other legal settlements discussed in Note 8 to the Consolidated

29

Financial Statements herein will be funded through existing cash and cash equivalents, investments and cash generated from operations. The source of cash from investing activities in the six months ended June 30, 2005 was primarily due to the sale or maturity of available-for-sale securities compared to the same period last year. In addition, in the six months ended June 30, 2004, the acquisition of businesses was a use of cash from investing activities.

     In addition to our liquid investments, on June 17, 2005, the Company entered into a committed unsecured $2.25 billion revolving credit facility (the “Credit Facility”) with certain financial institutions. The Credit Facility, which expires on June 16, 2006, replaced MasterCard Incorporated’s prior $1.95 billion credit facility which expired on June 17, 2005. Borrowings under the facility are available to provide liquidity in the event of one or more settlement failures by MasterCard International members and, subject to a limit of $300 million, for general corporate purposes. Interest on borrowings under the Credit Facility is charged at the London Interbank Offered Rate (LIBOR) plus 28 basis points or an alternative base rate. An additional 10 basis points would be applied if the aggregate borrowings under the Credit Facility exceed 33% of the commitments. MasterCard agreed to pay a facility fee which varies based on MasterCard’s credit rating and is currently equal to 7 basis points on the total commitment. MasterCard was in compliance with the Credit Facility covenants as of June 30, 2005. There were no borrowings under the Credit Facility at June 30, 2005. The majority of Credit Facility lenders are members or affiliates of members of MasterCard International.

Legal, Regulatory and Other Risks

     Our business has many risks, most significantly the legal and regulatory environment in which we operate. Reference should be made to the Company’s 2004 Annual Report on Form 10-K for a complete discussion of these risk factors under the caption “Risk Factors” in Item 1 — Business. In addition, the following risks, among others, can also have a material impact on our results of operations or financial condition:

• Legal and Regulatory Proceedings — MasterCard is a party to several legal and regulatory proceedings, as discussed in Note 10 to the Consolidated Financial Statements herein, which could have a material adverse impact on our business. In addition, we have been named in a lawsuit and may be subject to lawsuits in connection with data security breaches involving payment cards carrying our brands. Privacy and data use and security are also issues of interest to regulators and legislators. Future legal and regulatory proceedings or legislation related to breaches of cardholder data could negatively impact our results of operations. These risks have increased in recent years, although we are proactively seeking to address them.

• Competition and Consolidation of Our Customers — We are, and will continue to be, significantly dependent on our relationships with our issuers, acquirers and merchants. Most of our relationships with our customers are not exclusive and may be terminated at the convenience of our customers. In addition, the consolidation and globalization of our customers has provided more intense competition and greater demand for rebates, incentives and reduced pricing for our services. The consolidation or merger of one or more of our customers with financial institutions aligned with our competitors could have a material adverse impact on our revenues.

• Economic — Our business is dependent on certain world economies and consumer behaviors. In the past, our revenues have been impacted by specific events such as the war in Iraq, the SARS outbreak, and the September 11, 2001 terrorist attack. Consumer behavior can be impacted by a number of factors, including confidence in the MasterCard brand.

30

Future Obligations

     The following table summarizes, as of June 30, 2005, our obligations that are expected to impact liquidity and cash flow in future periods. We believe we will be able to fund these obligations through cash generated from operations and our existing cash balances.

	Payments Due by Period
			Remaining		2006 and		2008 and
	Total		of 2005		2007		2009		Thereafter
	(In millions)
Capital leases (a)	$	60	$	5	$	9	$	4	$	42
Operating leases (b)		109		23		55		29		2
Sponsorship, licensing & other (c)		546		199		275		65		7
U.S. merchant lawsuit and other legal settlements (d)		814		114		200		200		300
Debt (e)		248		3		11		234		—
Total	$	1,777	$	344	$	550	$	532	$	351

(a)	Most capital leases relate to certain property, plant and equipment used in our business. Our largest capital lease relates to our Kansas City, Missouri co-processing facility.
(b)	We enter into operating leases in the normal course of business, including the lease on our facility in St. Louis, Missouri. Substantially all lease agreements have fixed payment terms based on the passage of time. Some lease agreements provide us with the option to renew the lease or purchase the leased property. Our future operating lease obligations would change if we exercised these renewal options and if we entered into additional lease agreements.
(c)	Amounts primarily relate to sponsorships with certain organizations to promote the MasterCard brand. The amounts included are fixed and non-cancelable. In addition, these amounts include purchase obligations. Obligations which result from performance based agreements with our members and merchants have been excluded from the table due to their contingent nature.
(d)	Amounts due in accordance with legal settlements entered into during 2003 and 2004, including the Settlement Agreement in the U.S. merchant lawsuit.
(e)	Debt primarily represents principal and interest owed on our subordinated notes due June 2008 and the principal owed on our Series A Senior Secured Notes due September 2009. We also have various credit facilities for which there were no outstanding balances at June 30, 2005 that, among other things, would provide liquidity in the event of settlement failures by our members. Our debt obligations would change if one or more of our customers failed to settle and we borrowed under these credit facilities to settle on our members’ behalf or for other reasons.

31

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     MasterCard has limited exposure to market risk or the potential for economic losses on market risk sensitive instruments arising from adverse changes in market factors such as interest rates, foreign currency exchange rates, and equity price risk. Management establishes and oversees the implementation of policies, which have been approved by the Board of Directors, governing our funding, investments, and use of derivative financial instruments. We monitor aggregate risk exposures on an ongoing basis. There have been no material changes in our market risk exposures at June 30, 2005 as compared to December 31, 2004.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     MasterCard Incorporated’s management, including the President and Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the Company’s disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on that evaluation, the Company’s President and Chief Executive Officer and Chief Financial Officer concluded that MasterCard Incorporated had effective disclosure controls and procedures for (i) recording, processing, summarizing and reporting information that is required to be disclosed in its reports under the Securities Exchange Act of 1934, as amended, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) ensuring that information required to be disclosed in such reports is accumulated and communicated to MasterCard Incorporated’s management, including its President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Changes in Internal Control over Financial Reporting

     In connection with the evaluation by the Company’s President and Chief Executive Officer and Chief Financial Officer of changes in internal control over financial reporting that occurred during the Company’s last fiscal quarter, no change in the Company’s internal control over financial reporting was identified that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

32

[PRICEWATERHOUSECOOPERS LETTERHEAD]

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
of MasterCard Incorporated:

We have reviewed the accompanying consolidated balance sheet of MasterCard Incorporated and its subsidiaries as of June 30, 2005, and the related consolidated statements of operations and consolidated condensed statements of comprehensive income for each of the three- and six-month periods ended June 30, 2005 and 2004, and the consolidated statements of cash flows for each of the six-month periods ended June 30, 2005 and 2004 and the consolidated statement of changes in stockholders’ equity for the six-month period ended June 30, 2005. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2004, and the related consolidated statements of operations, of comprehensive income (loss), of changes in stockholders’/members’ equity, and of cash flows for the year then ended, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004; and in our report dated March 1, 2005, we expressed unqualified opinions thereon. Our report contained an explanatory paragraph for a change in accounting principle and the adoption of an accounting standard, as stated in the paragraph below. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting referred to above are not presented herein. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2004, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

The Company changed its method for calculating the market-related value of pension plan assets used in determining the expected return on the assets component of annual pension cost in 2003 and the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities”, which resulted in the consolidation of a special purpose entity in 2003.

PricewaterhouseCoopers LLP
New York, New York
August 4, 2005

33

MASTERCARD INCORPORATED

FORM 10-Q

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

     Refer to Notes 8 and 10 to the Consolidated Financial Statements included herein.

Item 4. Submission of Matters to a Vote of Security Holders

     The annual meeting of stockholders of MasterCard Incorporated was held on May 9, 2005. A total of 75,057,002 shares of common stock were represented by proxy at the meeting. The items on the agenda for the annual meeting were the election of directors, approval of the MasterCard International Incorporated Senior Executive Annual Incentive Compensation Plan and approval of the MasterCard International Incorporated Senior Executive Incentive Plan.

     Proposal 1 – Election of Directors

     The names of the nominees elected as directors and the number of votes for or withheld for each nominee is listed below:

Director	For		Withheld
William F. Aldinger		67,401,002		2,921,476
Silvio Barzi		70,311,884		10,594
Donald L. Boudreau		70,158,450		164,028
Augusto M. Escalante		70,158,450		164,028
Richard D. Fairbank		70,169,176		153,302
Baldomero Falcones Jaquotot		70,158,450		164,028
Bernd M. Fieseler		70,169,176		153,302
Iwao Iijima		70,158,450		164,028
Michel Lucas		70,158,450		164,028
Norman C. McLuskie		69,979,867		342,611
Siddharth N. Mehta		70,158,450		164,028
Robert W. Pearce		70,158,450		164,028
Michael T. Pratt		70,158,450		164,028
Robert W. Selander		70,172,957		149,521
Dato’ Tan Teong Hean		70,158,450		164,028
Jac Verhaegen		70,158,450		164,028
Lance L. Weaver		70,158,450		164,028
Robert B. Willumstad		70,169,176		153,302

34

There were no abstentions or broker non-votes.

Proposal 2 — Approval of the MasterCard International Incorporated Senior Executive Annual Incentive Compensation Plan.

Proposal 2 received 71,254,760 votes “for,” 426,152 votes “against” and 3,376,090 abstentions and was adopted by the stockholders. There were no broker non-votes.

Proposal 3 – Approval of the MasterCard International Incorporated Senior Executive Incentive Plan.

Proposal 3 received 68,660,078 votes “for,” 3,008,866 votes “against” and 3,388,058 abstentions and was adopted by the stockholders. There were no broker non-votes.

Item 6. Exhibits

     Refer to the Exhibit Index included herein.

35

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 4, 2005	MASTERCARD INCORPORATED
	(Registrant)
Date: August 4, 2005	By:	/s/ ROBERT W. SELANDER
		Robert W. Selander
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: August 4, 2005	By:	/s/ CHRIS A. MCWILTON
		Chris A. McWilton
		Chief Financial Officer
		(Principal Financial Officer)
Date: August 4, 2005	By:	/s/ TARA MAGUIRE
		Tara Maguire
		Assistant Controller
		(Acting Principal Accounting Officer)

36

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
3.1(a)	Amended and Restated Certificate of Incorporation of MasterCard Incorporated (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 28, 2002 and filed July 12, 2002 (No. 333-67544)).
3.1(b)	Amended and Restated Bylaws of MasterCard Incorporated (incorporated by reference to Exhibit 3.1(b) to the Company’s Annual Report on Form 10-K filed March 2, 2005 (No. 333-67544)).
3.2(a)	Amended and Restated Certificate of Incorporation of MasterCard International Incorporated (incorporated by reference to Exhibit 3.2(a) to the Company’s Quarterly Report on Form 10-Q filed August 14, 2002 (No. 333-67544)).
3.2(b)	Amended and Restated Bylaws of MasterCard International Incorporated (incorporated by reference to Exhibit 3.2(b) to the Company’s Quarterly Report on Form 10-Q filed August 14, 2002 (No. 333-67544)).
10.1	$2,250,000,000 Credit Agreement, dated as of June 17, 2005, among MasterCard Incorporated, MasterCard International Incorporated, the several lenders, Citigroup Global Markets Inc., as sole lead arranger and sole book manager, Citibank, N.A. , as co-administrative agent, JPMorgan Chase Bank, N.A., as co-administrative agent, and J.P. Morgan Securities, Inc., as co-arranger.
10.2	MasterCard International Incorporated Senior Executive Annual Incentive Compensation Plan, effective January 1, 2005.
10.3	MasterCard International Incorporated Senior Executive Incentive Plan, effective January 1, 2005.
31.1	Certification of Robert W. Selander, President and Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chris A. McWilton, Chief Financial Officer, pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Robert W. Selander, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chris A. McWilton, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

37

EX-10.1

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY
================================================================================
                                 $2,250,000,000

                                CREDIT AGREEMENT
                            DATED AS OF JUNE 17, 2005

                                      AMONG

                            MASTERCARD INCORPORATED,
                                   AS BORROWER

                     MASTERCARD INTERNATIONAL INCORPORATED,
                                  AS GUARANTOR

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO

                         CITIGROUP GLOBAL MARKETS INC.,
                            AS SOLE LEAD ARRANGER AND
                                SOLE BOOK MANAGER

                                       AND

                                 CITIBANK, N.A.,
                           AS CO-ADMINISTRATIVE AGENT

                           JPMORGAN CHASE BANK, N.A.,
                           AS CO-ADMINISTRATIVE AGENT

                          J.P. MORGAN SECURITIES, INC.,
                                 AS CO-ARRANGER

                             HSBC BANK (USA), N.A.,
                            LLOYDS TSB BANK, PLC AND
                             ROYAL BANK OF SCOTLAND,
                            AS CO-SYNDICATION AGENTS

================================================================================


                                TABLE OF CONTENTS



                                                                                                  PAGE
                                                                                                  ----
                                                                                               
SECTION 1.  DEFINITIONS.........................................................................    1
            1.1         Defined Terms...........................................................    1
            1.2         Other Definitional Provisions...........................................   15

SECTION 2.  AMOUNT AND TERMS OF LOANS...........................................................   16
            2.1         Revolving Credit Commitments............................................   16
            2.2         Procedure for Revolving Credit Borrowing................................   16
            2.3         Term Loans..............................................................   17
            2.4         Procedure for Term Loan Borrowing.......................................   17
            2.5         Facility Fee............................................................   17
            2.6         Termination or Reduction of Commitments.................................   18
            2.7         Repayment of Revolving Credit Loans and Term Loans;  Evidence of Debt...   18
            2.8         Optional Prepayments....................................................   19
            2.9         Conversion and Continuation Options.....................................   19
            2.10        CAF Advances............................................................   20
            2.11        Procedure for CAF Advance Borrowing.....................................   20
            2.12        CAF Advance Payments....................................................   22
            2.13        Evidence of Debt........................................................   23
            2.14        Certain Restrictions....................................................   23
            2.15        Minimum Amounts of Tranches.............................................   23
            2.16        Interest Rates and Payment Dates........................................   23
            2.17        Computation of Interest and Fees........................................   24
            2.18        Inability to Determine Interest Rate....................................   24
            2.19        Pro Rata Treatment and Payments.........................................   25
            2.20        Swing Line Commitment...................................................   25
            2.21        Illegality..............................................................   27
            2.22        Requirements of Law.....................................................   28
            2.23        Taxes...................................................................   29
            2.24        Indemnity...............................................................   30
            2.25        Commitment Increases....................................................   30
            2.26        Commitment Extensions...................................................   31

SECTION 3.  REPRESENTATIONS AND WARRANTIES......................................................   32
            3.1         Financial Condition.....................................................   32
            3.2         No Change...............................................................   33
            3.3         Existence; Compliance with Law..........................................   33
            3.4         Corporate Power; Authorization; Enforceable Obligations.................   33
            3.5         No Legal Bar............................................................   34
            3.6         No Material Litigation..................................................   34
            3.7         No Default..............................................................   34
            3.8         Ownership of Property; Liens............................................   34
            3.9         Intellectual Property...................................................   34
            3.10        No Burdensome Restrictions..............................................   34


                                        i




                                                                                                  PAGE
                                                                                                  ----
                                                                                               
            3.11        Taxes...................................................................   35
            3.12        Federal Margin Regulations..............................................   35
            3.13        ERISA...................................................................   35
            3.14        Investment Company Act; Other Regulations...............................   36
            3.15        Subsidiaries............................................................   36
            3.16        Purpose of Loans........................................................   36
            3.17        Environmental Matters...................................................   36
            3.18        Solvency................................................................   37

SECTION 4.  CONDITIONS PRECEDENT................................................................   37
            4.1         Conditions to Initial Loan..............................................   37
            4.2         Conditions to Each Loan.................................................   38

SECTION 5.  AFFIRMATIVE COVENANTS...............................................................   39
            5.1         Financial Statements....................................................   39
            5.2         Certificates; Other Information.........................................   39
            5.3         Payment of Obligations..................................................   40
            5.4         Conduct of Business and Maintenance of Existence........................   40
            5.5         Maintenance of Property; Insurance......................................   40
            5.6         Inspection of Property; Books and Records; Discussions..................   40
            5.7         Notices.................................................................   41
            5.8         Environmental Laws......................................................   42

SECTION 6.  NEGATIVE COVENANTS..................................................................   42
            6.1         Maintenance of Net Worth................................................   42
            6.2         Limitation on Liens.....................................................   42
            6.3         Limitation on Fundamental Changes.......................................   43
            6.4         Limitation on Transfer or Disposition of Assets.........................   44
            6.5         Limitation on Investments...............................................   44
            6.6         Limitation on Transactions with Affiliates..............................   44
            6.7         Limitation on Lines of Business.........................................   44
            6.8         Upstreaming.............................................................   45

SECTION 7.  EVENTS OF DEFAULT...................................................................   45

SECTION 8.  THE ADMINISTRATIVE AGENT............................................................   47
            8.1         Appointment.............................................................   47
            8.2         Delegation of Duties....................................................   47
            8.3         Exculpatory Provisions..................................................   48
            8.4         Reliance by Administrative Agent........................................   48
            8.5         Notice of Default.......................................................   48
            8.6         Non-Reliance on Administrative Agent and Other Lenders..................   49
            8.7         Indemnification.........................................................   49
            8.8         Administrative Agent in Its Individual Capacity.........................   49


                                       ii




                                                                                                  PAGE
                                                                                                  ----
                                                                                               
            8.9         Successor Administrative Agent..........................................   50
            8.10        Substitute Administrative Agent.........................................   50
            8.11        Arrangers, Etc..........................................................   50

SECTION 9.  GUARANTEE...........................................................................   50

SECTION 10. MISCELLANEOUS.......................................................................   54
            10.1        Amendments and Waivers..................................................   54
            10.2        Notices.................................................................   55
            10.3        No Waiver; Cumulative Remedies..........................................   57
            10.4        Survival of Representations and Warranties..............................   57
            10.5        Payment of Expenses and Taxes...........................................   57
            10.6        Successors and Assigns; Participations and Assignments..................   58
            10.7        Adjustments; Set-off....................................................   61
            10.8        Counterparts............................................................   62
            10.9        Severability............................................................   62
            10.10       Integration.............................................................   62
            10.11       Termination of Commitments and Swing Line Commitments...................   62
            10.12       GOVERNING LAW...........................................................   62
            10.13       Submission To Jurisdiction; Waivers.....................................   62
            10.14       Acknowledgements........................................................   63
            10.15       WAIVERS OF JURY TRIAL...................................................   63
            10.16       Confidentiality.........................................................   63
            10.17       USA PATRIOT Act.........................................................   63
            10.18       Termination of Agreement................................................   64


                                       iii


SCHEDULES

1.1(a)  -  Cash Equivalents
1.1(b)  -  Permitted Investments
1.2     -  Commitments
3.1     -  Interest Rate and Currency Protection
3.6     -  Material Litigation
3.15    -  Subsidiaries
6.2(f)  -  Liens
6.8     -  Dividend Blocks
10.7(b) -  Fiduciary Accounts

EXHIBITS

A     Form of Revolving Credit Note
B     Form of Term Note
C     Form of Swing Line Note
D-1   Form of CAF Advance Request
D-2   Form of CAF Advance Offer
D-3   Form of CAF Advance Confirmation
D-4   Form of CAF Advance Assignment
E     Form of Swing Line Loan Participation Certificate
F-1   Form of Opinion of General Counsel of Borrower and International
F-2   Form of Opinion of Special New York Counsel to the Administrative Agent
G     Form of Borrowing Notice
H     Form of Assignment and Acceptance
I     Form of Closing Certificate
J     Form of Compliance Certificate
K-1   Form of New Lender Supplement
K-2   Form of Commitment Increase Supplement

                                        i


            CREDIT AGREEMENT, dated as of June 17, 2005 among MASTERCARD
INCORPORATED, a Delaware corporation (the "Borrower"), MASTERCARD INTERNATIONAL
INCORPORATED, a Delaware corporation ("International" or the "Guarantor"), the
several banks and other financial institutions from time to time parties to this
Agreement (the "Lenders"), and CITIBANK, N.A. ("Citibank"), as administrative
agent for the Lenders hereunder (in such capacity, the "Administrative Agent"),
and JPMORGAN CHASE BANK, N.A., as back-up administrative agent for the Lenders
hereunder (in such capacity, the "Backup Agent").

            The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

            1.1 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

      "ABR": a fluctuating interest rate per annum in effect from time to time,
which rate per annum shall at all times be equal to the highest of:

            (i) the rate of interest announced publicly by Citibank in New York
      City from time to time as Citibank's base rate; and

            (ii) 1.00% per annum above the latest three-week moving average of
      secondary market morning offering rates in the United States for
      three-month certificates of deposit of major United States money market
      banks, such three-week moving average being determined weekly on each
      Monday (or, if any such day is not a Business Day, on the next succeeding
      Business Day) for the three-week period ending on the previous Friday by
      Citibank on the basis of such rates reported by certificate of deposit
      dealers to and published by the Federal Reserve Bank of New York or, if
      such publications shall be suspended or terminated, on the basis of
      quotations for such rates received by Citibank from three New York
      certificate of deposit dealers of recognized standing selected by
      Citibank, in either case adjusted to the nearest 0.25%, or if there is no
      nearest 0.25%, to the next higher 0.25%; and

            (iii) for any day, 0.50% per annum above the Federal Funds Rate in
      effect on such day;

      plus for each Term Loan, at all times during a Rating Level 5 Period,
      0.25% per annum.

      Each change in any interest rate provided for herein based upon the ABR
resulting from a change in the ABR shall take effect at the time of such change
in the ABR.

            "ABR Loans": Revolving Credit Loans and Term Loans hereunder, the
      rate of interest applicable to which is based upon the ABR.

            "Administrative Agent": as defined in the preamble hereof.

            "Administrative Questionnaire": an Administrative Questionnaire in a
      form supplied by the Administrative Agent.

                                CREDIT AGREEMENT


                                                                               2

            "Affiliate": as to any Person, any other Person (other than a
      Subsidiary) which, directly or indirectly, is in control of, is controlled
      by, or is under common control with, such Person. For purposes of this
      definition, "control" of a Person means the power, directly or indirectly,
      either to (a) vote 25% or more of the securities having ordinary voting
      power for the election of directors of such Person or (b) direct or cause
      the direction of the management and policies of such Person, whether by
      contract or otherwise.

            "Agreement": this Credit Agreement, as amended, supplemented or
      otherwise modified from time to time.

            "Applicable Facility Fee Rate": for any Rating Level Period, the
      rate per annum set forth below opposite the reference to such Rating Level
      Period:



Rating Level Period                                 Applicable Facility Fee Rate
- ---------------------                               ----------------------------
                                                 
Rating Level 1 Period                                           0.060%
Rating Level 2 Period                                           0.070%
Rating Level 3 Period                                           0.080%
Rating Level 4 Period                                           0.100%
Rating Level 5 Period                                           0.150%


      Each change in the Applicable Facility Fee Rate resulting from a Rating
      Level Change shall be effective on the effective date of such Rating Level
      Change.

            "Applicable Margin": for each LIBOR Loan and for any Rating Level
      Period, the rate per annum set forth below opposite the reference to such
      Rating Level Period:



Rating Level Period                                      Applicable Margin
- ---------------------                                    -----------------
                                                      
Rating Level 1 Period                                           0.190%
Rating Level 2 Period                                           0.280%
Rating Level 3 Period                                           0.370%
Rating Level 4 Period                                           0.525%
Rating Level 5 Period                                           0.725%


      plus (i) the Applicable Utilization Fee Rate for such Rating Level Period,
      plus (ii) for each Term Loan, 0.25% per annum. Each change in the
      Applicable Margin resulting from a Rating Level Change shall be effective
      on the effective date of such Rating Level Change.

            "Applicable Utilization Fee Rate": for each day on which the drawn
      portion of the aggregate amount of the Commitments (including Swing Line
      Loans, CAF Advances

                                CREDIT AGREEMENT


                                                                               3

      and Term Loans) exceeds 33% of the aggregate amount of Commitments as in
      effect on the Closing Date, for any Rating Level Period, the rate per
      annum set forth below opposite the reference to such Rating Level Period:



Rating Level Period                               Applicable Utilization Fee Rate
- ---------------------                             -------------------------------
                                               
Rating Level 1 Period                                           0.100%
Rating Level 2 Period                                           0.100%
Rating Level 3 Period                                           0.100%
Rating Level 4 Period                                           0.125%
Rating Level 5 Period                                           0.125%


      Each change in the Applicable Utilization Fee Rate resulting from a Rating
      Level Change shall be effective on the effective date of such Rating Level
      Change.

            "Assignee": as defined in subsection 10.6(c).

            "Available Commitment": as to any Lender on any day, an amount equal
      to the excess, if any, of (a) the amount of such Lender's Commitment over
      (b) the aggregate of (i) the aggregate principal amount of all Revolving
      Credit Loans and Term Loans made by such Lender then outstanding and (ii)
      an amount equal to such Lender's Commitment Percentage of the aggregate
      principal amount of all Swing Line Loans then outstanding (after giving
      effect to any repayment of Swing Line Loans on such day).

            "Backup Agent": as defined in the preamble hereof.

            "Board": the Board of Governors of the Federal Reserve System of the
      United States (or any successor).

            "Borrower": as defined in the preamble hereof.

            "Borrowing Date": any Business Day specified in a notice pursuant to
      Sections 2.2, 2.4, 2.11 or 2.20 as a date on which the Borrower requests
      the Lenders or the Swing Line Lender, as the case may be, to make Loans
      hereunder.

            "Business": as defined in subsection 3.17(b).

            "Business Day": a day other than a Saturday, Sunday or other day on
      which commercial banks in New York City are authorized or required by law
      to close; provided that when such term is used to describe a day on which
      a borrowing, payment or interest rate determination is to be made in
      respect of a LIBOR Loan or a LIBOR CAF Advance, such day shall also be a
      day on which dealings in foreign currencies and exchange between banks may
      be carried on in London, England.

            "CAF Advance": each CAF Advance made pursuant to Section 2.10.

                                CREDIT AGREEMENT


                                                                               4

            "CAF Advance Availability Period": the period from and including the
      Closing Date to and including the date which is 7 days prior to the
      Revolving Credit Termination Date.

            "CAF Advance Confirmation": each confirmation by the Borrower of its
      acceptance of CAF Advance Offers, which confirmation shall be
      substantially in the form of Exhibit D-3 and shall be delivered to the
      Administrative Agent by facsimile transmission.

            "CAF Advance Interest Payment Date": as to each CAF Advance, each
      interest payment date specified by the Borrower for such CAF Advance in
      the related CAF Advance Request.

            "CAF Advance Maturity Date": as to any CAF Advance, the date
      specified by the Borrower pursuant to subsection 2.11(a) in its acceptance
      of the related CAF Advance Offer.

            "CAF Advance Offer": each offer by a Lender to make CAF Advances
      pursuant to a CAF Advance Request, which offer shall contain the
      information specified in Exhibit D-2 and shall be delivered to the
      Administrative Agent by telephone, immediately confirmed by facsimile
      transmission.

            "CAF Advance Request": each request by the Borrower for Lenders to
      submit bids to make CAF Advances, which request shall contain the
      information in respect of such requested CAF Advances specified in Exhibit
      D-1 and shall be delivered to the Administrative Agent in writing, by
      facsimile transmission, or by telephone, immediately confirmed by
      facsimile transmission.

            "Capital Lease": as applied to any Person, any lease of any property
      (whether real, personal or mixed) by that Person as lessee which, in
      conformity with GAAP, is, or is required to be, accounted for as a capital
      lease on the balance sheet of that Person.

            "Capitalized Lease Obligations": all obligations under Capital
      Leases of any Person, in each case taken at the amount thereof accounted
      for as liabilities in accordance with GAAP.

            "Capital Stock": any and all shares, interests, participations or
      other equivalents (however designated) of capital stock of a corporation,
      any and all equivalent ownership interests in a Person other than a
      corporation and any and all warrants or options to purchase any of the
      foregoing.

            "Cash Equivalents": (i) cash equivalents in existence on March 31,
      2005 as set forth on Schedule 1.1(a) (and, in the case of any such cash
      equivalents described on Schedule 1.1(a), any replacement of any such cash
      equivalents with substantially the same Investment), (ii) securities
      issued or directly and fully guaranteed or insured by the United States or
      any agency or instrumentality thereof (provided that the full faith and
      credit of the United States is pledged in support thereof) having
      maturities of not more than one year from the date of acquisition, (iii)
      Dollar denominated time deposits, certificates of deposit and bankers
      acceptances of any Lender or any bank whose short-

                                CREDIT AGREEMENT

                                                                               5

      term commercial paper rating from S&P is at least A-1 or the equivalent
      thereof or from Moody's Investors Service, Inc. ("Moody's") is at least
      P-1 or the equivalent thereof (any such bank, an "Approved Bank"), with
      maturities of not more than one year from the date of acquisition, (iv)
      repurchase obligations with a term of not more than seven days for
      underlying securities of the type described in clause (ii) entered into
      with an Approved Bank, (v) commercial paper issued by, or guaranteed by,
      any Approved Bank or by the parent company of any Approved Bank or
      commercial paper issued by, or guaranteed by, any industrial or financial
      company with a short-term commercial paper rating of at least A-1 or the
      equivalent thereof by S&P or at least P-1 or the equivalent thereof by
      Moody's, or issued by, or guaranteed by, any industrial or financial
      company with a long term unsecured debt rating of at least A or A2, or the
      equivalent of each thereof, from S&P or Moody's, respectively, and in each
      case maturing within one year after the date of acquisition and (vi) any
      fund or funds making substantially all of their Investments in Investments
      of the type described in clauses (i) through (v) above.

            "C/D Assessment Rate": for any day as applied to any loan the
      interest rate applicable to which is based upon the ABR, the annual
      assessment rate in effect on such day which is payable by a member of the
      Bank Insurance Fund maintained by the Federal Deposit Insurance
      Corporation (the "FDIC") classified as well-capitalized and within
      supervisory subgroup "B" (or a comparable successor assessment risk
      classification) within the meaning of 12 C.F.R. Section 327.4 (or any
      successor provision) to the FDIC (or any successor) for the FDIC's (or
      such successor's) insuring time deposits at offices of such institution in
      the United States.

            "C/D Reserve Percentage": for any day as applied to any loan the
      interest rate applicable to which is based upon the ABR, that percentage
      (expressed as a decimal) which is in effect on such day, as prescribed by
      the Board, for determining the maximum reserve requirement for a
      Depositary Institution (as defined in Regulation D of the Board) in
      respect of new non-personal time deposits in Dollars having a maturity of
      30 days or more.

            "Citibank": as defined in the preamble hereof.

            "Closing Date": the date on which the conditions precedent set forth
      in Section 4.1 shall be satisfied.

            "Code": the Internal Revenue Code of 1986, as amended from time to
      time.

            "Commitment": as to any Lender, the obligation of such Lender to
      make Revolving Credit Loans and Term Loans to the Borrower hereunder in an
      aggregate principal amount at any one time outstanding not to exceed the
      amount set forth opposite such Lender's name on Schedule 1.2, as such
      amount may be reduced or increased from time to time in accordance with
      the provisions of this Agreement.

            "Commitment Increase Offer": as defined in subsection 2.25(a).

            "Commitment Increase Supplement": as defined in subsection 2.25(c).

                                CREDIT AGREEMENT

                                                                               6

            "Commitment Percentage": as to any Lender at any time, the
      percentage which such Lender's Commitment then constitutes of the
      aggregate Commitments (or, at any time after the Commitments shall have
      expired or terminated, the percentage which the aggregate principal amount
      of such Lender's Revolving Credit Loans and Term Loans then outstanding
      constitutes of the aggregate principal amount of the Revolving Credit
      Loans and Term Loans then outstanding).

            "Commitment Period": the period from and including the date hereof
      to but not including the Revolving Credit Termination Date or such earlier
      date on which the Commitments shall terminate as provided herein.

            "Commonly Controlled Entity": an entity, whether or not
      incorporated, which is under common control with the Borrower within the
      meaning of Section 4001 of ERISA or is part of a group which includes the
      Borrower and which is treated as a single employer under Section 414 of
      the Code.

            "Confidential Information": non-public information that the Borrower
      or any of its Subsidiaries (or any of their representatives) furnishes to
      the Administrative Agent or any Lender, but does not include any such
      information that is or becomes generally available to the public (other
      than as a result of a breach of this Agreement) or that was available to
      the Administrative Agent or such Lender on a non-confidential basis prior
      to its being furnished by the Borrower or any of its Subsidiaries (other
      than as a result of a breach of this Agreement or to the extent obtained
      from a source known to the Administrative Agent or such Lender to be bound
      by a confidentiality agreement with the Borrower or any of its
      Subsidiaries and to be in breach of such confidentiality agreement).

            "Consolidated Net Worth": for any Person and as at any date of
      determination, the members' or stockholders' equity of such Person, as the
      case may be, as determined in accordance with GAAP and as would be
      reflected on a consolidated balance sheet of such Person prepared as of
      such date.

            "Contractual Obligation": as to any Person, any provision of any
      security issued by such Person or of any agreement, instrument or other
      undertaking to which such Person is a party or by which it or any of its
      property is legally bound.

            "Declined Amount": as defined in subsection 2.25(a).

            "Declining Lender": as defined in subsection 2.25(a).

            "Default": any of the events specified in Section 7, whether or not
      any requirement for the giving of notice, the lapse of time, or both, or
      any other condition, has been satisfied.

            "Dollars" and "$": dollars in lawful currency of the United States.

            "Domestic Subsidiary": any Subsidiary organized under the laws of
      any jurisdiction within the United States.

                                CREDIT AGREEMENT

                                                                               7

            "Environmental Laws": any and all foreign, Federal, state, local or
      municipal laws, rules, orders, regulations, statutes, ordinances, codes,
      decrees, requirements of any Governmental Authority or other Requirements
      of Law (including common law) regulating, relating to or imposing
      liability or standards of conduct concerning protection of human health or
      the environment, as now or may at any time hereafter be in effect.

            "ERISA": the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

            "Eurocurrency Reserve Requirements": for any day as applied to a
      LIBOR Loan or a LIBOR CAF Advance, the aggregate (without duplication) of
      the rates (expressed as a decimal fraction) of reserve requirements in
      effect on such day (including, without limitation, basic, supplemental,
      marginal and emergency reserves under any regulations of the Board or
      other Governmental Authority having jurisdiction with respect thereto)
      dealing with reserve requirements prescribed for eurocurrency funding
      (currently referred to as "Eurocurrency Liabilities" in Regulation D of
      the Board) maintained by a member bank of such system.

            "Event of Default": any of the events specified in Section 7,
      provided that any requirement for the giving of notice, the lapse of time,
      or both, or any other condition, has been satisfied.

            "Executive Incentive Compensation Plan": as described in the annual
      report of the Borrower.

            "Federal Funds Rate": for any day, the rate per annum (rounded
      upward, if necessary, to the nearest 1/100 of 1%) equal to the weighted
      average of the rates on overnight Federal funds transactions with members
      of the Federal Reserve System arranged by Federal funds brokers on such
      day, as published by the Federal Reserve Bank of New York on the Business
      Day next succeeding such day, provided that (i) if such day is not a
      Business Day, the Federal Funds Rate for such day shall be such rate on
      such transactions on the next preceding Business Day as so published on
      the next succeeding Business Day, and (ii) if no such rate is so published
      on such next succeeding Business Day, the Federal Funds Rate for such day
      shall be the average of the quotations received by the Administrative
      Agent from three federal funds brokers of recognized standing selected by
      the Administrative Agent.

            "Fixed Rate CAF Advance": any CAF Advance made pursuant to a Fixed
      Rate CAF Advance Request.

            "Fixed Rate CAF Advance Request": any CAF Advance Request requesting
      the Lenders to offer to make CAF Advances at a fixed rate of interest (as
      opposed to a rate composed of the London Interbank Offered Rate plus (or
      minus) a margin).

            "Foreign Subsidiary": as to any Person, any Subsidiary of such
      Person organized under the laws of any jurisdiction outside the United
      States.

            "GAAP": generally accepted accounting principles in the United
      States in effect from time to time.

                                CREDIT AGREEMENT

                                                                               8

            "Governmental Authority": any nation or government, any state or
      other political subdivision thereof and any entity exercising executive,
      legislative, judicial, regulatory or administrative functions of or
      pertaining to government.

            "Guarantee": as to any Person (the "guaranteeing person"), any
      obligation of (a) the guaranteeing person or (b) another Person
      (including, without limitation, any bank under any letter of credit) to
      induce the creation of which the guaranteeing person has issued a
      reimbursement, counterindemnity or similar obligation, in either case
      guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends
      or other obligations (the "primary obligations") of any other third Person
      (the "primary obligor") in any manner, whether directly or indirectly,
      including, without limitation, any obligation of the guaranteeing person,
      whether or not contingent, (i) to purchase any such primary obligation or
      any property constituting direct or indirect security therefor, (ii) to
      advance or supply funds (1) for the purchase or payment of any such
      primary obligation or (2) to maintain working capital or equity capital of
      the primary obligor or otherwise to maintain the net worth or solvency of
      the primary obligor, (iii) to purchase property, securities or services
      primarily for the purpose of assuring the owner of any such primary
      obligation of the ability of the primary obligor to make payment of such
      primary obligation or (iv) otherwise to assure or hold harmless the owner
      of any such primary obligation against loss in respect thereof; provided,
      however, that the term Guarantee shall not include endorsements of
      instruments for deposit or collection in the ordinary course of business
      or obligations of any Obligor or its Subsidiaries in respect of settlement
      failures by one or more of its members. The amount of any Guarantee of any
      guaranteeing person shall be deemed to be the lower of (a) an amount equal
      to the stated or determinable amount of the primary obligation in respect
      of which such Guarantee is made and (b) the maximum amount for which such
      guaranteeing person may be liable pursuant to the terms of the instrument
      embodying such Guarantee, unless such primary obligation and the maximum
      amount for which such guaranteeing person may be liable are not stated or
      determinable, in which case the amount of such Guarantee shall be such
      guaranteeing person's maximum reasonably anticipated liability in respect
      thereof as determined by the Borrower in good faith.

            "Guaranteed Obligations": as defined in Section 9.

            "Guarantor": as defined in the preamble hereof.

            "Indebtedness": as to any Person, (a) all indebtedness of such
      Person for borrowed money, (b) the deferred purchase price of assets or
      services which in accordance with GAAP would be shown on the liability
      side of the balance sheet of such Person, (c) the face amount of all
      letters of credit issued for the account of such Person and, without
      duplication, all drafts drawn thereunder, (d) all Indebtedness of a second
      Person secured by any Lien on any property owned by such first Person,
      whether or not such Indebtedness has been assumed, (e) all Capitalized
      Lease Obligations of such Person, (f) all obligations of such Person to
      pay a specified purchase price for goods or services whether or not
      delivered or accepted, e.g., take-or-pay and similar obligations, (g) all
      obligations of such Person under Interest Rate Agreements, and (h) without
      duplication, all Guarantees of such Person of Indebtedness of others,
      provided that Indebtedness shall not include trade payables and accrued
      expenses relating to employees, in each case arising in the ordinary
      course of business and the amount of

                                CREDIT AGREEMENT


                                                                               9

      Indebtedness pursuant to clause (g) above shall be the amount that would
      be payable upon termination of the relevant Interest Rate Agreement
      (giving effect to netting).

            "Insolvency": with respect to any Multiemployer Plan, the condition
      that such Plan is insolvent within the meaning of Section 4245 of ERISA.

            "Insolvent": pertaining to a condition of Insolvency.

            "Interest Payment Date": (a) as to any Loan the rate of interest
      applicable to which is based upon the ABR, the last day of each March,
      June, September and December, on the Revolving Credit Termination Date and
      on the Termination Date, (b) as to any LIBOR Loan or LIBOR CAF Advance
      having an Interest Period of three months or less, or any Fixed Rate CAF
      Advance having an Interest Period of 90 days or less, the last day of such
      Interest Period and (c) as to any LIBOR Loan or any Fixed Rate CAF Advance
      having an Interest Period longer than three months or 90 days,
      respectively, each day which is three months or 90 days, respectively, or
      a whole multiple thereof, after the first day of such Interest Period and
      the last day of such Interest Period.

            "Interest Period": (a) with respect to any LIBOR Loan:

                        (i) initially, the period commencing on the borrowing or
            conversion date, as the case may be, with respect to such LIBOR Loan
            and ending one, two, three or six months thereafter, as selected by
            the Borrower in its notice of borrowing or notice of conversion, as
            the case may be, given with respect thereto; and

                        (ii) thereafter, each period commencing on the last day
            of the next preceding Interest Period applicable to such LIBOR Loan
            and ending one, two, three or six months thereafter, as selected by
            the Borrower by irrevocable notice to the Administrative Agent not
            less than three Business Days prior to the last day of the then
            current Interest Period with respect thereto;

            (b) with respect to any CAF Advance, the period specified in the CAF
      Advance Confirmation with respect to such CAF Advance;

      provided that all of the foregoing provisions relating to Interest Periods
      are subject to the following:

                  (A) if any Interest Period would otherwise end on a day that
            is not a Business Day, such Interest Period shall be extended to the
            next succeeding Business Day unless, in the case of LIBOR Loans or
            LIBOR CAF Advances, the result of such extension would be to carry
            such Interest Period into another calendar month in which event such
            Interest Period shall end on the immediately preceding Business Day;

                  (B) any Interest Period that would otherwise extend beyond the
            Revolving Credit Termination Date or beyond the date final payment
            is due on the Term Loans shall end on the Revolving Credit
            Termination Date or such date of final payment, as the case may be;
            and

                                CREDIT AGREEMENT


                                                                              10

                  (C) any Interest Period pertaining to a LIBOR Loan or a LIBOR
            CAF Advance that begins on the last Business Day of a calendar month
            (or on a day for which there is no numerically corresponding day in
            the calendar month at the end of such Interest Period) shall end on
            the last Business Day of a calendar month.

            "Interest Rate Agreement": any interest rate swap agreement,
      interest rate cap agreement, interest rate collar agreement, interest rate
      futures contract, interest rate option contract or other similar agreement
      or arrangement designed to protect any Person against fluctuations in
      interest rates.

            "International": as defined in the preamble hereof.

            "Investments": as defined in Section 6.5.

            "LIBOR CAF Advance": any CAF Advance made pursuant to a LIBOR CAF
      Advance Request.

            "LIBOR CAF Advance Request": any CAF Advance Request requesting the
      Lenders to offer to make CAF Advances at an interest rate equal to the
      London Interbank Offered Rate plus (or minus) a margin.

            "LIBOR Loans": Revolving Credit Loans and Term Loans hereunder the
      rate of interest applicable to which is based upon the London Interbank
      Offered Rate.

            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
      arrangement, encumbrance, lien (statutory or other), charge or other
      security interest or any preference, priority or other security agreement
      or preferential arrangement of any kind or nature whatsoever (including,
      without limitation, any conditional sale or other title retention
      agreement and any Capital Lease having substantially the same economic
      effect as any of the foregoing).

            "Loan": any Revolving Credit Loan, Term Loan, CAF Advance or Swing
      Line Loan made by any Lender pursuant to this Agreement.

            "Loan Documents": this Agreement and any Notes issued hereunder.

            "London Interbank Offered Base Rate": with respect to each day
      during each Interest Period pertaining to a LIBOR Loan or a LIBOR CAF
      Advance, the rate appearing on Page 3750 of the Telerate Service (or on
      any successor or substitute page of such service, or any successor to or
      substitute for such service, providing rate quotations comparable to those
      currently provided on such page of such Service, as determined by the
      Administrative Agent from time to time for purposes of providing
      quotations of interest rates applicable to Dollar deposits in the London
      interbank market) at approximately 11:00 A.M., London time, two Business
      Days prior to the commencement of such Interest Period, as the rate for
      dollar deposits with a maturity comparable to such Interest Period. In the
      event that such rate is not available at such time for any reason, then
      the "London Interbank Offered Base Rate" with respect to such LIBOR Loan
      or LIBOR CAF Advance for such Interest Period shall be the rate at which
      Dollar deposits of $5,000,000 and for a maturity comparable to such
      Interest Period are offered by the principal London office of Citibank in
      immediately available funds in the London

                                CREDIT AGREEMENT


                                                                              11

      interbank market at approximately 11:00 A.M., London time, two Business
      Days prior to the commencement of such Interest Period.

            "London Interbank Offered Rate": with respect to each day during
      each Interest Period pertaining to a LIBOR Loan or a LIBOR CAF Advance, a
      rate per annum determined for such day in accordance with the following
      formula (rounded upward to the nearest 1/100th of 1%):

                       London Interbank Offered Base Rate
                ------------------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

            "Margin Stock": margin stock within the meaning of Regulation U.

            "MasterCard Europe": MasterCard Europe Sprl, a Belgian corporation.

            "Material Adverse Effect": a material adverse effect on (a) the
      business, assets, operations, property or condition (financial or
      otherwise) of the Borrower and its Subsidiaries taken as a whole (it being
      understood that a settlement failure by one or more members of
      International shall not constitute an event, development or circumstance
      that has a "Material Adverse Effect") or (b) the validity or
      enforceability of any of the Loan Documents or the material rights or
      remedies of the Administrative Agent or the Lenders thereunder.

            "Material Subsidiary": at any time, any Subsidiary (i) accounting,
      during the immediately preceding fiscal quarter of the Borrower, for more
      than 5% of the total revenues of the Borrower and its Subsidiaries on a
      consolidated basis or (ii) having, as at the last day of such fiscal
      quarter, more than 5% of the total assets of the Borrower and its
      Subsidiaries on a consolidated basis, all determined in accordance with
      GAAP.

            "Materials of Environmental Concern": any gasoline or petroleum
      (including crude oil or any fraction thereof) or petroleum products or any
      hazardous or toxic substances, materials or wastes, defined or regulated
      as such in or under any Environmental Law, including, without limitation,
      asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

            "Multiemployer Plan": a Plan which is a multiemployer plan as
      defined in Section 4001 (a)(3) of ERISA.

            "New Lender": as defined in subsection 2.25(b).

            "New Lender Supplement": as defined in subsection 2.25(b).

            "Non-Excluded Taxes": as defined in Section 2.23.

            "Notes": the collective reference to the Revolving Credit Notes, the
      Term Notes and the Swing Line Note.

            "Obligors": the collective reference to the Borrower and the
      Guarantor.

            "Participant": as defined in subsection 10.6(b).

                                CREDIT AGREEMENT


                                                                              12

            "PBGC": the Pension Benefit Guaranty Corporation established
      pursuant to Subtitle A of Title IV of ERISA.

            "Permitted Investments": (a) Investments in Cash Equivalents; (b)
      Investments in existence on the date of this Agreement and disclosed in
      the financial statements previously delivered to the Administrative Agent
      and the Lenders and as set forth on Schedule 1.1(b) or any substantially
      similar Investment; (c) Investments in any Subsidiary by the Borrower or
      by any Subsidiary (including Guarantees in respect of hedging or foreign
      exchange transactions entered into in the ordinary course of business and
      governed by ISDA documentation, subject to the limitations set forth in
      the proviso to this definition, including any Investment made to acquire
      such Subsidiary); (d) Investments in the Borrower by any existing or
      future Subsidiary of the Borrower; (e) sales of goods or services on trade
      credit terms in the ordinary course of business; (f) loans and advances to
      employees in the ordinary course of business; (g) loans or advances to
      vendors or contractors of the Borrower in the ordinary course of business;
      (h) lease, utility and other similar deposits in the ordinary course of
      business; (i) stock, obligations or securities received in the ordinary
      course of business in settlement of debts owing to the Borrower or a
      Subsidiary as a result of foreclosure, perfection or enforcement of any
      Lien, or in connection with good faith settlement of delinquent
      obligations owing to the Borrower or a Subsidiary; (j) Investments in
      partnerships or joint ventures engaged in a business related to that
      engaged in by the Borrower on the date of this Agreement and Investments
      in other entities engaged in the development or production of new
      technologies directly related to the businesses engaged in by the Borrower
      and its Subsidiaries on the date of this Agreement, which Investments,
      together with any other Investments pursuant to this clause (j) as of such
      time, do not exceed 25% of the total assets of the Borrower and its
      consolidated Subsidiaries as of the last day of the immediately preceding
      fiscal period for which financial statements have been delivered; (k)
      Investments by the Borrower pursuant to the Executive Incentive
      Compensation Plan or Senior Executive Incentive Plan in an aggregate
      amount, together with any other Investments pursuant to this clause (k) as
      of such time, not to exceed 15% of the total assets of the Borrower and
      its consolidated Subsidiaries as of the last day of the immediately
      preceding fiscal period for which financial statements have been
      delivered; (l) Investments or assumed Indebtedness under Interest Rate
      Agreements and currency exchange and protection agreements entered into in
      the ordinary course of business; (m) Investments in auction rate
      securities issued by issuers with a senior unsecured or corporate debt
      rating of at least A or the equivalent thereof by S&P or at least A2 or
      the equivalent thereof by Moody's; and (n) in addition to Permitted
      Investments described in the foregoing clauses (a) through (m),
      Investments in an aggregate amount, together with any other Investments
      pursuant to this clause (n) as of such time, not to exceed an amount equal
      to 20% of the total assets of the Borrower and its consolidated
      Subsidiaries as of the last day of the immediately preceding fiscal period
      for which financial statements have been delivered; provided that the
      aggregate amount of Investments by International and its Subsidiaries in
      Subsidiaries of the Borrower that are not also Subsidiaries of
      International shall not exceed, together with any other such Investments
      as of such time, an amount equal to 30% of the total assets of
      International and its consolidated Subsidiaries as of the last day of the
      immediately preceding fiscal period for which financial statements have
      been delivered; and provided, further, that a Guarantee of obligations of
      MasterCard Europe in respect of hedging or foreign exchange

                                CREDIT AGREEMENT


                                                                              13

      transactions entered into in the ordinary course of business with one or
      more Lenders (or Affiliates thereof) and governed by ISDA documentation
      shall not be considered an Investment for purposes of the immediately
      preceding proviso.

            "Person": an individual, partnership, corporation, business trust,
      joint stock company, trust, unincorporated association, joint venture,
      Governmental Authority or other entity of whatever nature.

            "Plan": at a particular time, any employee benefit plan which is
      covered by ERISA and in respect of which the Borrower or a Commonly
      Controlled Entity is (or, if such plan were terminated at such time, would
      under Section 4069 of ERISA be deemed to be) an "employer" as defined in
      Section 3(5) of ERISA.

            "Properties": as defined in Section 3.17.

            "Rating Level Change": a change in the S&P Rating (other than as a
      result of a change in the rating system of S&P) that results in the change
      from one Rating Level Period to another, which Rating Level Change shall
      be effective on the date on which the relevant change in the S&P Rating is
      first announced by S&P.

            "Rating Level Period": a Rating Level 1 Period, a Rating Level 2
      Period, a Rating Level 3 Period, a Rating Level 4 Period or a Rating Level
      5 Period; provided that:

            (i)   "Rating Level 1 Period" means a period during which the S&P
                  Rating is A+ or better;

            (ii)  "Rating Level 2 Period" means a period that is not a Rating
                  Level 1 Period during which the S&P Rating is A- or better;

            (iii) "Rating Level 3 Period" means a period that is not a Rating
                  Level 1 Period or a Rating Level 2 Period during which the S&P
                  Rating is BBB+;

            (iv)  "Rating Level 4 Period" means a period that is not a Rating
                  Level 1 Period, a Rating Level 2 Period or a Rating Level 3
                  Period during which the S&P Rating is BBB; and

            (v)   "Rating Level 5 Period" means a period other than a Rating
                  Level 1 Period, a Rating Level 2 Period, a Rating Level 3
                  Period or a Rating Level 4 Period, and shall include each
                  period during which there is no S&P Rating in effect.

            "Register": as defined in subsection 10.6(e).

            "Regulation U": Regulation U of the Board as in effect from time to
      time.

            "Reorganization": with respect to any Multiemployer Plan, the
      condition that such plan is in reorganization within the meaning of
      Section 4241 of ERISA.

                                CREDIT AGREEMENT


                                                                              14

            "Reportable Event": any of the events set forth in Section 4043(c)
      of ERISA, other than those events as to which the thirty day notice period
      is waived under PBGC Reg. Section 4043.

            "Required Lenders": at any time, Lenders the Commitment Percentages
      of which aggregate more than 50%.

            "Requirement of Law": as to any Person, the certificate of
      incorporation and by-laws or other organizational or governing documents
      of such Person, and any law, treaty, rule or regulation or determination
      of an arbitrator or a court or other Governmental Authority, in each case
      applicable to or binding upon such Person or any of its property or to
      which such Person or any of its property is subject.

            "Responsible Officer": the president and chief executive officer and
      the chief operating officer of the Borrower and, with respect to financial
      matters, the chief financial officer or the treasurer of the Borrower.

            "Revolving Credit Loans": as defined in Section 2.1.

            "Revolving Credit Note": as defined in subsection 2.7(e).

            "Revolving Credit Termination Date": June 16, 2006, as extended from
      time to time pursuant to Section 2.26, or such earlier date as the
      Commitments shall terminate pursuant to the terms hereof; provided that if
      the Revolving Credit Termination Date would otherwise fall on a day that
      is not a Business Day, the Revolving Credit Termination Date shall be the
      immediately preceding Business Day.

            "S&P": Standard & Poor's Ratings Services, a division of The
      McGraw-Hill Companies, Inc., and its successors.

            "S&P Rating": at any time, the counterparty rating of the Borrower
      then most recently announced by S&P.

            "Senior Executive Incentive Plan": as described in the proxy
      statement of the Borrower.

            "Single Employer Plan": any Plan which is covered by Title IV of
      ERISA, but which is not a Multiemployer Plan.

            "Solvent": with respect to any Person on a particular date, means
      that (i) the fair value of the property of such Person is greater than the
      total amount of the liabilities, including, without limitation, contingent
      liabilities, of such Person, (ii) the present fair saleable value of the
      assets of such Person is not less than the amount that will be required to
      pay the probable liability of such Person on its debts as they become
      absolute and matured, (iii) such Person does not intend to, and does not
      believe that it will, incur debts or liabilities beyond such Person's
      ability to pay such debts and liabilities as they mature, and (iv) such
      Person is not engaged in business, and is not about to engage in business,
      for which such Person's property would constitute unreasonably small
      capital.

                                CREDIT AGREEMENT


                                                                              15

            "Subsidiary": as to any Person, a corporation, partnership or other
      entity of which a majority of the Voting Shares are at the time owned,
      directly or indirectly through one or more intermediaries, or both, by
      such Person. Unless otherwise qualified, all references to a "Subsidiary"
      or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or
      Subsidiaries of the Borrower.

            "Swing Line Commitment": the Swing Line Lender's obligation to make
      Swing Line Loans pursuant to Section 2.20.

            "Swing Line Lender": Citibank in its capacity as provider of the
      Swing Line Loans.

            "Swing Line Loan Participation Certificate": a certificate in
      substantially the form of Exhibit E.

            "Swing Line Loans": as defined in subsection 2.20(a).

            "Swing Line Note": as defined in subsection 2.20(b).

            "Term Loans": as defined in Section 2.3.

            "Term Note": as defined in subsection 2.7(e).

            "Termination Date": the date that is the first anniversary of the
      Revolving Credit Termination Date (or, if such day is not a Business Day,
      the immediately preceding Business Day).

            "Tranche": the collective reference to LIBOR Loans the then current
      Interest Periods with respect to all of which begin on the same date and
      end on the same later date (whether or not such loans shall originally
      have been made on the same day); Tranches may be identified as "LIBOR
      Tranches".

            "Transferee": as defined in subsection 10.6(g).

            "Type": as to any Revolving Credit Loan or Term Loan, its nature as
      an ABR Loan or a LIBOR Loan.

            "United States": the United States of America.

            "Voting Shares": as to any Person, shares of stock of or other
      ownership interests in such Person having ordinary voting power (other
      than such stock or other ownership interests having such power only by
      reason of the happening of a contingency) to elect a majority of the board
      of directors (or similar managers) of such Person.

            1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in any Notes or any certificate or other document made or delivered
pursuant hereto.

      (b) As used herein and in any Notes, and any certificate or other document
made or delivered pursuant hereto, accounting terms relating to the Borrower and
its Subsidiaries not

                                CREDIT AGREEMENT


                                                                              16

defined in Section 1.1 and accounting terms partly defined in Section 1.1, to
the extent not defined, shall have the respective meanings given to them under
GAAP, as in effect from time to time; provided that, if the Borrower notifies
the Administrative Agent that the Borrower requests an amendment to any
provision hereof to eliminate or modify the effect of any change occurring after
the date hereof in GAAP or in the application or interpretation thereof on the
operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

      (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, subsection,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

      (d) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

      (e) The words "asset" and "property" shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets
and properties, including cash, securities, accounts and contract rights.

                      SECTION 2. AMOUNT AND TERMS OF LOANS

            2.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Lender severally agrees to make revolving credit loans
("Revolving Credit Loans") to the Borrower from time to time during the
Commitment Period in an aggregate principal amount at any one time outstanding,
when added to such Lender's Commitment Percentage of all outstanding Swing Line
Loans, not to exceed the amount of such Lender's Commitment, provided that the
aggregate principal amount of all Loans outstanding at any time shall not exceed
the aggregate amount of the Commitments at such time. During the Commitment
Period the Borrower may use the Commitments by borrowing, prepaying the
Revolving Credit Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof.

      (b) The Revolving Credit Loans may from time to time be LIBOR Loans, ABR
Loans, or a combination thereof, as determined by the Borrower and notified to
the Administrative Agent in accordance with Sections 2.2 and 2.9.

            2.2 Procedure for Revolving Credit Borrowing. The Borrower may
borrow under the Commitments during the Commitment Period on any Business Day,
provided that the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to (a)
4:00 P.M., New York City time, three Business Days prior to the requested
Borrowing Date, if all or any part of the requested Revolving Credit Loans are
to be initially LIBOR Loans, or (b) 3:00 P.M., New York City time, on the same
Business Day of the requested Borrowing Date, otherwise), specifying (i) the
amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the
borrowing is to be of LIBOR Loans, ABR

                                CREDIT AGREEMENT


                                                                              17

Loans, or a combination thereof and (iv) if the borrowing is to be entirely or
partly of LIBOR Loans, the respective amounts of each such Type of Revolving
Credit Loan and the respective lengths of the initial Interest Periods therefor.
Each borrowing under the Commitments shall be in an amount equal to at least
$10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then
aggregate Available Commitments are less than $10,000,000, such lesser amount).
Upon receipt of any such notice from the Borrower, the Administrative Agent
shall promptly notify each Lender thereof. Except as contemplated by subsection
2.20(c), each Lender will make the amount of its pro rata share of each
borrowing available to the Administrative Agent for the account of the Borrower
at the office of the Administrative Agent specified in Section 10.2 prior to
2:00 P.M., New York City time, to the extent the requested Revolving Credit
Loans are to be initially LIBOR Loans, or 4:00 P.M., New York City time,
otherwise, on the Borrowing Date requested by the Borrower in funds immediately
available to the Administrative Agent. Such borrowing will then be made
available to the Borrower by the Administrative Agent crediting the account of
the Borrower on the books of such office with the aggregate of the amounts made
available to the Administrative Agent by the Lenders and in like funds as
received by the Administrative Agent.

            2.3 Term Loans. The Revolving Credit Loans outstanding at the close
of business New York City time on the Revolving Credit Termination Date shall,
at the option of the Borrower, subject to Section 4.2, be converted on such date
into term loans (the "Term Loans") to the Borrower. The Term Loans may from time
to time be (a) LIBOR Loans, (b) ABR Loans or (c) a combination thereof, as
determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.4 and 2.9.

            2.4 Procedure for Term Loan Borrowing. The Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business
Days prior to the Revolving Credit Termination Date, if all or any part of the
Term Loans are to be initially LIBOR Loans or (b) on the Revolving Credit
Termination Date, otherwise) if the Borrower intends to convert Revolving Credit
Loans to Term Loans pursuant to Section 2.3 and specifying (i) whether the
resulting Term Loans are to be initially LIBOR Loans, ABR Loans or a combination
thereof, and (ii) if the Term Loans are to be entirely or partly LIBOR Loans the
respective lengths of the initial Interest Periods therefor. Upon receipt of
such notice the Administrative Agent shall promptly notify each Lender thereof.
The aggregate principal amount of the Term Loans shall be equal to the aggregate
principal amount of the Revolving Credit Loans outstanding at the close of
business New York City time on the Revolving Credit Termination Date and the
Term Loans shall be deemed to have been made at such time without any payments
being made by the Lenders. Promptly after the making of its Term Loan each
Lender shall mark any Revolving Credit Note held by it "cancelled" and deliver
the same to the Borrower.

            2.5 Facility Fee. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a facility fee for the period from and
including the first day of the Commitment Period to the Termination Date,
computed at a rate per annum equal to the Applicable Facility Fee Rate on (i)
the average daily Commitment of such Lender, whether or not utilized, from and
including the first day of the Commitment Period until the Revolving Credit
Termination Date, and on (ii) the outstanding principal amount of the Term Loans
of such Lender, if any, thereafter. Such facility fee shall be payable quarterly
in arrears on the last day of each March, June, September and December, on the
Revolving Credit Termination Date or the

                                CREDIT AGREEMENT


                                                                              18

Termination Date, as applicable, or such earlier date as the Commitments shall
terminate as provided herein, commencing on the first of such dates to occur
after the date hereof.

            2.6 Termination or Reduction of Commitments. The Borrower shall have
the right, upon not less than one Business Day's notice to the Administrative
Agent, to terminate the Commitments or, from time to time, to reduce the amount
of the Commitments, provided that after giving effect to such termination or
reduction, the aggregate outstanding principal amount of the Loans shall not
exceed the aggregate Commitments. Any such reduction shall be in an amount equal
to $10,000,000 or a whole multiple of $1,000,000 in excess thereof and shall
reduce permanently the Commitments then in effect. Termination or reduction of
the Commitments shall also terminate or reduce, as the case may be, the
obligation of the Lenders to make the Term Loans.

            2.7 Repayment of Revolving Credit Loans and Term Loans; Evidence of
Debt. (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender (i) subject to Section 2.3,
the unpaid principal amount of each Revolving Credit Loan of such Lender on the
Revolving Credit Termination Date (or such earlier date on which the Revolving
Credit Loans become due and payable pursuant to Section 7), and (ii) the
principal amount of the Term Loan of such Lender on the Termination Date (or the
unpaid principal amount of such Term Loan, on such earlier date on which the
Term Loans become due and payable pursuant to Section 7). The Borrower hereby
further agrees to pay interest on the unpaid principal amount of the Revolving
Credit Loans and Term Loans from time to time outstanding from the date hereof
until payment in full thereof at the rates per annum, and on the dates, set
forth in Section 2.16.

      (b) Each Lender shall maintain in accordance with its usual practice
appropriate records evidencing indebtedness of the Borrower to such Lender
resulting from each Revolving Credit Loan and Term Loan of such Lender from time
to time, including the amounts of principal and interest payable and paid to
such Lender from time to time under this Agreement.

      (c) The Administrative Agent shall maintain the Register pursuant to
subsection 10.6(e), and a record therein for each Lender, in which shall be
recorded (i) the amount of each Revolving Credit Loan and Term Loan made
hereunder, the Type thereof and each Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) both the amount of
any sum received by the Administrative Agent hereunder from the Borrower and
each Lender's share thereof.

      (d) The entries made in the Register and the records of each Lender
maintained pursuant to subsection 2.7(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such record, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Revolving
Credit Loans and Term Loans made to such Borrower by such Lender in accordance
with the terms of this Agreement.

      (e) The Borrower agrees that, upon the request to the Administrative Agent
by any Lender, the Borrower will execute and deliver to such Lender (i) a
promissory note of the Borrower evidencing the Revolving Credit Loans of such
Lender, substantially in the form of

                                CREDIT AGREEMENT


                                                                              19

Exhibit A with appropriate insertions as to date and principal amount (a
"Revolving Credit Note"), and/or (ii) a promissory note of the Borrower
evidencing the Term Loan of such Lender, substantially in the form of Exhibit B
with appropriate insertions as to date and principal amount (a "Term Note").

            2.8 Optional Prepayments. The Borrower may at any time and from time
to time prepay the Revolving Credit Loans or the Term Loans, in whole or in
part, without premium or penalty (subject to Section 2.24), upon at least two
Business Days' irrevocable notice to the Administrative Agent, if such
prepayment is to be applied in whole or in part to LIBOR Loans, and upon same
day notice otherwise (which notices shall be made on the relevant day not later
than 10:00 A.M., New York City time), specifying the date and amount of
prepayment and whether the prepayment is of LIBOR Loans, or a combination of
LIBOR and ABR Loans, and, if of a combination thereof, the amount allocable to
each; in the case of ABR Loans, notice shall be same day. Upon receipt of any
such notice the Administrative Agent shall promptly notify each Lender thereof.
If any such notice is given, the amount specified in such notice shall be due
and payable on the date specified therein, together with any accrued interest to
such date on the amount prepaid and any other amounts payable pursuant to
Section 2.24. Amounts prepaid on account of the Term Loans may not be
reborrowed. Partial prepayments shall be in an aggregate principal amount of
$10,000,000 or a whole multiple of $1,000,000 in excess thereof. The Borrower
shall not have the right to prepay any principal amount of any CAF Advance
except as provided in subsection 2.12(a). Prepayments of any Swing Line Loan
shall be as provided in subsection 2.20(a).

            2.9 Conversion and Continuation Options. (a) The Borrower may elect
from time to time to convert LIBOR Loans to ABR Loans, by giving the
Administrative Agent at least three Business Days' prior irrevocable notice of
such election, provided that any such conversion of LIBOR Loans may only be made
on the last day of an Interest Period with respect thereto. The Borrower may
elect from time to time to convert ABR Loans to LIBOR Loans by giving the
Administrative Agent at least three Business Days' prior irrevocable notice of
such election. Any such notice of conversion to LIBOR Loans shall specify the
length of the initial Interest Period or Interest Periods therefor. Upon receipt
of any such notice the Administrative Agent shall promptly notify each Lender
thereof. All or any part of outstanding LIBOR Loans and ABR Loans may be
converted as provided herein, provided that (i) no Revolving Credit Loan or Term
Loan may be converted into a LIBOR Loan when any Event of Default has occurred
and is continuing and the Administrative Agent has or the Required Lenders have
determined that such a conversion is not appropriate, and (ii) no Swing Line
Loan may be converted into a loan that bears interest at any rate other than the
ABR.

      (b) Any LIBOR Loans may be continued as such upon the expiration of the
then current Interest Period with respect thereto by the Borrower giving notice
to the Administrative Agent, in accordance with the applicable provisions of the
term "Interest Period" set forth in Section 1.1, of the length of the next
Interest Period to be applicable to such Revolving Credit Loans, provided that
no LIBOR Loan may be continued as such when any Event of Default has occurred
and is continuing and the Administrative Agent has or the Required Lenders have
determined that such a continuation is not appropriate; and provided, further,
that if the Borrower shall fail to give such notice or if such continuation is
not permitted such Revolving Credit Loans shall be automatically converted to
ABR Loans on the last day of such then expiring Interest Period.

                                CREDIT AGREEMENT


                                                                              20

            2.10 CAF Advances. Subject to the terms and conditions of this
Agreement, the Borrower may borrow CAF Advances from time to time on any
Business Day during the CAF Advance Availability Period. CAF Advances may be
borrowed in amounts such that the aggregate principal amount of all Loans
outstanding at any time shall not exceed the aggregate amount of the Commitments
at such time. Within the limits and on the conditions hereinafter set forth with
respect to CAF Advances, the Borrower may from time to time borrow, repay and
reborrow CAF Advances.

            2.11 Procedure for CAF Advance Borrowing. (a) The Borrower shall
request CAF Advances by delivering a CAF Advance Request to the Administrative
Agent, not later than 1:00 P.M., New York City time, four Business Days prior to
the proposed Borrowing Date (in the case of a LIBOR CAF Advance Request), and
not later than 11:00 A.M., New York City time, one Business Day prior to the
proposed Borrowing Date (in the case of a Fixed Rate CAF Advance Request). Each
CAF Advance Request in respect of any Borrowing Date may solicit bids for CAF
Advances on such Borrowing Date in an aggregate principal amount of $10,000,000
or an integral multiple of $1,000,000 in excess thereof and having not more than
three alternative CAF Advance Maturity Dates. The CAF Advance Maturity Date for
each CAF Advance shall be the date set forth therefor in the relevant CAF
Advance Request, which date shall be (i) not less than 7 days nor more than 60
days after the Borrowing Date therefor, in the case of a Fixed Rate CAF Advance,
(ii) one or two months after the Borrowing Date therefor, in the case of a LIBOR
CAF Advance and (iii) not later than the Revolving Credit Termination Date, in
the case of any CAF Advance. The Administrative Agent shall notify each Lender
promptly by facsimile transmission of the contents of each CAF Advance Request
received by the Administrative Agent.

      (b) In the case of a LIBOR CAF Advance Request, upon receipt of notice
from the Administrative Agent of the contents of such CAF Advance Request, each
Lender may elect, in its sole discretion, to offer irrevocably to make one or
more CAF Advances at the applicable London Interbank Offered Rate plus (or
minus) a margin determined by such Lender in its sole discretion for each such
CAF Advance. Any such irrevocable offer shall be made by delivering a CAF
Advance Offer to the Administrative Agent, before 10:30 A.M., New York City
time, on the day that is three Business Days before the proposed Borrowing Date,
setting forth:

            (i) the maximum amount of CAF Advances for each CAF Advance Maturity
      Date and the aggregate maximum amount of CAF Advances for all CAF Advance
      Maturity Dates which such Lender would be willing to make (which amounts
      may, subject to Section 2.10, exceed such Lender's Commitment); and

            (ii) the margin above or below the applicable London Interbank
      Offered Rate at which such Lender is willing to make each such CAF
      Advance.

      The Administrative Agent shall advise the Borrower before 11:00 A.M., New
      York City time, on the date which is three Business Days before the
      proposed Borrowing Date of the contents of each such CAF Advance Offer
      received by it. If the Administrative Agent, in its capacity as a Lender,
      shall elect, in its sole discretion, to make any such CAF Advance Offer,
      it shall advise the Borrower of the contents of its CAF Advance Offer
      before 10:15 A.M., New York City time, on the date which is three Business
      Days before the proposed Borrowing Date.

                                CREDIT AGREEMENT


                                                                              21

      (c) In the case of a Fixed Rate CAF Advance Request, upon receipt of
notice from the Administrative Agent of the contents of such CAF Advance
Request, each Lender may elect, in its sole discretion, to offer irrevocably to
make one or more CAF Advances at a rate of interest determined by such Lender in
its sole discretion for each such CAF Advance. Any such irrevocable offer shall
be made by delivering a CAF Advance Offer to the Administrative Agent before
9:30 A.M., New York City time, on the proposed Borrowing Date, setting forth:

            (i) the maximum amount of CAF Advances for each CAF Advance Maturity
      Date, and the aggregate maximum amount for all CAF Advance Maturity Dates,
      which such Lender would be willing to make (which amounts may, subject to
      Section 2.10, exceed such Lender's Commitment); and

            (ii) the rate of interest at which such Leader is willing to make
      each such CAF Advance.

      The Administrative Agent shall advise the Borrower before 10:00 A.M., New
      York City time, on the proposed Borrowing Date of the contents of each
      such CAF Advance Offer received by it. If the Administrative Agent, in its
      capacity as a Lender, shall elect, in its sole discretion, to make any
      such CAF Advance Offer, it shall advise the Borrower of the contents of
      its CAF Advance Offer before 9:15 A.M., New York City time, on the
      proposed Borrowing Date.

      (d) Before 11:30 A.M., New York City time, three Business Days before the
proposed Borrowing Date (in the case of CAF Advances requested by a LIBOR CAF
Advance Request) and before 10:30 A.M., New York City time, on the proposed
Borrowing Date (in the case of CAF Advances requested by a Fixed Rate CAF
Advance Request), the Borrower, in its absolute discretion, shall:

            (i) cancel such CAF Advance Request by giving the Administrative
      Agent telephone notice to that effect, or

            (ii) by giving telephone notice to the Administrative Agent
      (immediately confirmed by delivery to the Administrative Agent of a CAF
      Advance Confirmation by facsimile transmission) (A) subject to the
      provisions of subsection 2.11(e), accept one or more of the offers made by
      any Lender or Lenders pursuant to subsection 2.11(b) or subsection
      2.11(c), as the case may be, and (B) reject any remaining offers made by
      Lenders pursuant to subsection 2.11(b) or subsection 2.11(c), as the case
      may be.

      (e) The Borrower's acceptance of CAF Advances in response to any CAF
Advance Offers shall be subject to the following limitations:

            (i) the amount of CAF Advances accepted for each CAF Advance
      Maturity Date specified by any Lender in its CAF Advance Offer shall not
      exceed the maximum amount for such CAF Advance Maturity Date specified in
      such CAF Advance Offer;

            (ii) the aggregate amount of CAF Advances accepted for all CAF
      Advance Maturity Dates specified by any Lender in its CAF Advance Offer
      shall not exceed the aggregate maximum amount specified in such CAF
      Advance Offer for all such CAF Advance Maturity Dates;

                                CREDIT AGREEMENT


                                                                              22

            (iii) the Borrower may not accept offers for CAF Advances for any
      CAF Advance Maturity Date in an aggregate principal amount in excess of
      the maximum principal amount requested in the related CAF Advance Request;
      and

            (iv) if the Borrower accepts any of such offers, it must accept
      offers based solely upon pricing for each relevant CAF Advance Maturity
      Date and upon no other criteria whatsoever, and if two or more Lenders
      submit offers for any CAF Advance Maturity Date at identical pricing and
      the Borrower accepts any of such offers but does not wish to (or, by
      reason of the limitations set forth in Section 2.10, cannot) borrow the
      total amount offered by such Lenders with such identical pricing, the
      Borrower shall accept offers from all of such Lenders in amounts allocated
      among them pro rata according to the amounts offered by such Lenders (with
      appropriate rounding, in the sole discretion of the Borrower, to assure
      that each accepted CAF Advance is an integral multiple of $1,000,000);
      provided that if the number of Lenders that submit offers for any CAF
      Advance Maturity Date at identical pricing is such that, after the
      Borrower accepts such offers pro rata in accordance with the foregoing
      provisions of this paragraph, the CAF Advance to be made by any such
      Lender would be less than $5,000,000 principal amount, the number of such
      Lenders shall be reduced by the Administrative Agent by lot until the CAF
      Advances to be made by each such remaining Lender would be in a principal
      amount of $5,000,000 or an integral multiple of $1,000,000 in excess
      thereof.

      (f) If the Borrower notifies the Administrative Agent that a CAF Advance
Request is cancelled pursuant to subsection 2.11(d)(i), the Administrative Agent
shall give prompt telephone notice thereof to the Lenders.

      (g) If the Borrower accepts pursuant to subsection 2.11(d)(ii) one or more
of the offers made by any Lender or Lenders, the Administrative Agent promptly
shall notify each Lender which has made such an offer of (i) the aggregate
amount of such CAF Advances to be made on such Borrowing Date for each CAF
Advance Maturity Date and (ii) the acceptance or rejection of any offers to make
such CAF Advances made by such Lender. Before 12:00 Noon, New York City time, on
the Borrowing Date specified in the applicable CAF Advance Request, each Lender
whose CAF Advance Offer has been accepted shall make available to the
Administrative Agent at its office set forth in Section 10.2 the amount of CAF
Advances to be made by such Lender, in immediately available funds. The
Administrative Agent will make such funds available to the Borrower as soon as
practicable on such date at such office of the Administrative Agent. As soon as
practicable after each Borrowing Date, the Administrative Agent shall notify
each Lender of the aggregate amount of CAF Advances advanced on such Borrowing
Date and the respective CAF Advance Maturity Dates thereof.

            2.12 CAF Advance Payments. (a) The Borrower hereby unconditionally
promises to pay to the Administrative Agent, for the account of each Lender
which has made a CAF Advance, on the applicable CAF Advance Maturity Date, the
then unpaid principal amount of such CAF Advance. The Borrower shall not have
the right to prepay any principal amount of any CAF Advance without the consent
of the Lender to which such CAF Advance is owed.

      (b) The Borrower hereby further agrees to pay interest on the unpaid
principal amount of each CAF Advance from the Borrowing Date of such CAF Advance
to the applicable CAF Advance Maturity Date at the rate of interest specified in
the CAF Advance Offer accepted by

                                CREDIT AGREEMENT


                                                                              23

the Borrower in connection with such CAF Advance (calculated on the basis of a
360-day year for actual days elapsed), payable on each applicable CAF Advance
Interest Payment Date.

      (c) If any principal of, or interest on, any CAF Advance shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise), such
CAF Advance shall, without limiting any rights of any Lender under this
Agreement, bear interest from the date on which such payment was due at a rate
per annum which is 2% per annum above the rate which would otherwise be
applicable to such CAF Advance until the stated CAF Advance Maturity Date of
such CAF Advance, and for each day thereafter at a rate per annum which is 2%
per annum above the ABR, in each case until paid in full (as well after as
before judgment). Interest accruing pursuant to this paragraph (c) shall be
payable from time to time on demand.

            2.13 Evidence of Debt. Each Lender shall maintain in accordance with
its usual practice appropriate records evidencing indebtedness of the Borrower
to such Lender resulting from each CAF Advance of such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time in respect of such CAF Advance. The Administrative Agent shall
maintain the Register pursuant to subsection 10.6(e), and a record therein for
each Lender, in which shall be recorded (i) the amount of each CAF Advance made
by such Lender, the CAF Advance Maturity Date thereof, the interest rate
applicable thereto and each CAF Advance Interest Payment Date applicable
thereto, and (ii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower on account of such CAF Advance. The entries made in
the Register and the records of each Lender maintained pursuant to this Section
shall, to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of the Borrower therein recorded;
provided, however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such record, or any error therein, shall not in any
manner affect the obligation of the Borrower to repay (with applicable interest)
the CAF Advances made by such Lender in accordance with the terms of this
Agreement.

            2.14 Certain Restrictions. A CAF Advance Request may request offers
for CAF Advances to be made on not more than one Borrowing Date and to mature on
not more than three CAF Advance Maturity Dates. No CAF Advance Request may be
submitted earlier than five Business Days after submission of any other CAF
Advance Request.

            2.15 Minimum Amounts of Tranches. All borrowings, conversions and
continuations of Revolving Credit Loans and Term Loans hereunder and all
selections of Interest Periods hereunder shall be in such amounts and be made
pursuant to such elections so that, after giving effect thereto, the aggregate
principal amount of the Revolving Credit Loans and Term Loans comprising each
LIBOR Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in
excess thereof. In no event shall there be more than five LIBOR Tranches
outstanding at any time.

            2.16 Interest Rates and Payment Dates. (a) Each LIBOR Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the London Interbank Offered Rate for such Interest
Period plus the Applicable Margin.

      (b) Each ABR Loan and Swing Line Loan shall bear interest at a rate per
annum equal to the ABR. Each CAF Advance shall bear interest as provided in
Section 2.10.

                                CREDIT AGREEMENT


                                                                              24

      (c) If all or a portion of (i) any principal of any Revolving Credit Loan,
Term Loan or Swing Line Loan, (ii) any interest payable thereon, (iii) any
facility fee or (iv) any other amount payable hereunder (other than overdue CAF
payments provided for in subsection 2.12(c)) shall not be paid when due (whether
at the stated maturity, by acceleration or otherwise), any such principal and
overdue interest, facility fee or other amount shall bear interest at a rate per
annum which is (x) in the case of principal, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this Section plus 2%
per annum or (y) in the case of any such overdue interest, facility fee or other
amount, the rate applicable to ABR Loans pursuant to subsection 2.16(b) plus 2%
per annum, in each case from the date of such non-payment until such overdue
principal, interest, facility fee or other amount is paid in full (as well after
as before judgment).

      (d) Interest on Revolving Credit Loans, Term Loans and Swing Line Loans
shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this Section shall be payable
from time to time on demand.

            2.17 Computation of Interest and Fees. (a) Whenever it is calculated
on the basis of the ABR, interest shall be calculated on the basis of a 365- (or
366-, as the case may be) day year for the actual days elapsed; and, otherwise,
interest and the facility fee shall be calculated on the basis of a 360-day year
for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of each determination of a
London Interbank Offered Rate. Any change in the interest rate on a Loan
resulting from a change in the ABR, the Eurocurrency Reserve Requirements, the
C/D Assessment Rate or the C/D Reserve Percentage shall become effective as of
the opening of business on the day on which such change becomes effective. The
Administrative Agent shall as soon as practicable notify the Borrower and the
Lenders of the effective date and the amount of each such change in interest
rate.

      (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to subsection 2.16(a) or 2.9(b).

            2.18 Inability to Determine Interest Rate. If prior to the first day
of any Interest Period:

      (a) the Administrative Agent shall have determined (which determination
shall be conclusive and binding upon the Borrower) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the London Interbank Offered Rate for such Interest
Period, or

      (b) the Administrative Agent shall have received notice from the Required
Lenders that the London Interbank Offered Rate determined or to be determined
for such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or maintaining
their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter. If such notice is
given (x) any LIBOR Loans requested

                                CREDIT AGREEMENT


                                                                              25

to be made on the first day of such Interest Period shall be made as ABR Loans,
(y) any Loans that were to have been converted on the first day of such Interest
Period to LIBOR Loans, shall be converted to or continued as ABR Loans and (z)
any outstanding LIBOR Loans shall be converted, on the first day of such
Interest Period, to ABR Loans. Until such notice has been withdrawn by the
Administrative Agent, no further LIBOR Loans shall be made or continued as such,
nor shall the Borrower have the right to convert Loans to LIBOR Loans, as the
case may be.

            2.19 Pro Rata Treatment and Payments. (a) Each borrowing of
Revolving Credit Loans and Term Loans by the Borrower from the Lenders
hereunder, each payment by the Borrower on account of any facility fee hereunder
and any reduction of the Commitments of the Lenders shall be made pro rata
according to the respective Commitment Percentages of the Lenders. Each payment
(including each prepayment) by the Borrower on account of principal of and
interest on any Loans shall be made pro rata according to the respective
outstanding principal amounts of such Loans then held by the Lenders. All
payments (including prepayments) to be made by the Borrower hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without
set-off or counterclaim and shall be made prior to 2:00 P.M., New York City
time, on the due date thereof to the Administrative Agent, for the account of
the Lenders, at the Administrative Agent's office specified in Section 10.2, in
Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders promptly upon receipt in like funds as
received. If any payment hereunder becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension.

      (b) Unless the Administrative Agent shall have been notified in writing by
any Lender prior to a borrowing that such Lender will not make the amount that
would constitute its allocable share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon at a
rate equal to the daily average Federal Funds Rate for the period until such
Lender makes such amount immediately available to the Administrative Agent. A
certificate of the Administrative Agent submitted to any Lender with respect to
any amounts owing under this Section shall be conclusive in the absence of
manifest error. If such Lender's Commitment Percentage of such borrowing is not
made available to the Administrative Agent by such Lender within three Business
Days of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum applicable to
ABR Loans hereunder, on demand, from the Borrower.

            2.20 Swing Line Commitment. (a) Subject to the terms and conditions
hereof, the Swing Line Lender agrees to make swing line loans ("Swing Line
Loans") to the Borrower from time to time during the Commitment Period in an
aggregate principal amount at any one time outstanding not to exceed
$250,000,000, provided that the aggregate principal amount of all Loans
outstanding at any one time shall not exceed the aggregate amount of the
Commitments at such time. During the Commitment Period, the Borrower may use the
Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or
in part, and reborrowing, all in

                                CREDIT AGREEMENT


                                                                              26

accordance with the terms and conditions hereof. All Swing Line Loans shall bear
interest based upon the ABR and shall not be entitled to be converted into loans
that bear interest at any other rate. The Borrower shall give the Swing Line
Lender irrevocable notice (which notice must be received by the Swing Line
Lender prior to 4:00 P.M., New York City time, on the requested Borrowing Date
specifying the amount of the requested Swing Line Loan which shall be in a
minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof).
The proceeds of the Swing Line Loan will be made available by the Swing Line
Lender to the Borrower at the office of the Swing Line Lender by 5:00 P.M., New
York City time, on the Borrowing Date by crediting the account of the Borrower
at such office with such proceeds. The Borrower may, at any time and from time
to time, prepay the Swing Line Loans, in whole or in part, without premium or
penalty, by notifying the Swing Line Lender prior to 4:00 P.M., New York City
time, on any Business Day of the date and amount of prepayment. If any such
notice is given, the amount specified in such notice shall be due and payable on
the date specified therein. Partial prepayments shall be in an aggregate
principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.

      (b) The Swing Line Loans shall, at the request of the Swing Line Lender,
be evidenced by and repayable with interest in accordance with a promissory note
of the Borrower substantially in the form of Exhibit C to this Agreement, with
appropriate insertions (the "Swing Line Note"), payable to the order of the
Swing Line Lender and representing the obligation of the Borrower to pay the
amount of the Swing Line Commitment or, if less, the unpaid principal amount of
the Swing Line Loans, with interest thereon as prescribed in Section 2.16. The
Swing Line Lender is hereby authorized to record the Borrowing Date, the amount
of each Swing Line Loan and the date and amount of each payment or prepayment of
principal thereof, on the schedule annexed to and constituting a part of the
Swing Line Note and any such recordation shall constitute prima facie evidence
of the accuracy of the information so recorded, provided that the failure by the
Swing Line Lender to make any such recordation shall not affect any of the
obligations of the Borrower under such Swing Line Note or this Agreement. The
Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on
the Revolving Credit Termination Date and (c) bear interest for the period from
the date thereof until paid in full on the unpaid principal amount thereof from
time to time outstanding at the applicable interest rate per annum determined as
provided in, and payable as specified in, Section 2.16.

      (c) The Swing Line Lender at any time in its sole and absolute discretion
may, on behalf of the Borrower (which hereby irrevocably directs the Swing Line
Lender to act on its behalf) request each Lender, including the Swing Line
Lender, to make a Revolving Credit Loan that shall be initially an ABR Loan in
an amount equal to such Lender's Commitment Percentage of the amount of the
Swing Line Loans outstanding on the date such notice is given (the "Outstanding
Swing Line Loans"). Unless any of the events described in paragraph (f) of
Section 7 shall have occurred with respect to the Borrower (in which event the
procedures of paragraph (e) of this Section shall apply) each Lender shall make
the proceeds of its Revolving Credit Loan available to the Administrative Agent
for the account of the Swing Line Lender at the office of the Administrative
Agent specified in Section 10.2 prior to 12:00 Noon, New York City time, in
funds immediately available on the Business Day next succeeding the date such
notice is given. The proceeds of such Revolving Credit Loans shall be
immediately applied to repay the Outstanding Swing Line Loans. Effective on the
day such Revolving Credit Loans are made, the portion of the Swing Line Loans so
paid shall no longer be outstanding as Swing Line Loans, shall no longer be due
under the Swing Line Note and shall be evidenced as provided in subsection
2.7(b). The Borrower authorizes the Swing Line Lender to charge the Borrower's

                                CREDIT AGREEMENT


                                                                              27

accounts with the Administrative Agent (up to the amount available in each such
account) in order to immediately pay the amount of such Outstanding Swing Line
Loans to the extent amounts received from the Lenders are not sufficient to
repay in full such Outstanding Swing Line Loans.

      (d) Notwithstanding anything herein to the contrary, the Swing Line Lender
shall not be obligated to make any Swing Line Loans if the conditions set forth
in Section 4.2 have not been satisfied.

      (e) If prior to the making of a Revolving Credit Loan pursuant to
subsection 2.20(c) one of the events described in paragraph (f) of Section 7
shall have occurred and be continuing with respect to the Borrower, each Lender
will, on the date such Revolving Credit Loan was to have been made pursuant to
the notice in subsection 2.20(c), purchase an undivided participating interest
in the Outstanding Swing Line Loan in an amount equal to (i) its Commitment
Percentage times (ii) the aggregate principal amount of Swing Line Loans then
outstanding. Each Lender will immediately transfer to the Swing Line Lender, in
immediately available funds, the amount of its participation, and upon receipt
thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan
Participation Certificate dated the date of receipt of such funds and in such
amount.

      (f) Whenever, at any time after any Lender has purchased a participating
interest in a Swing Line Loan, the Swing Line Lender receives any payment on
account thereof, the Swing Line Lender will distribute to such Lender its
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender's
participating interest was outstanding and funded); provided, however, that in
the event that such payment received by the Swing Line Lender is required to be
returned, such Lender will return to the Swing Line Lender any portion thereof
previously distributed by the Swing Line Lender to it.

      (g) Each Lender's obligation to make the Revolving Credit Loans referred
to in subsection 2.20(c) and to purchase participating interests pursuant to
subsection 2.20(e) shall be absolute and unconditional and shall not be affected
by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender or the
Borrower may have against the Swing Line Lender, the Borrower or any other
Person for any reason whatsoever, (ii) the occurrence or continuance of a
Default or an Event of Default or termination of the Commitments; (iii) any
adverse change in the condition (financial or otherwise) of the Borrower; (iv)
any breach of this Agreement or any other Loan Document by the Borrower, any
Subsidiary or any other Lender; or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.

            2.21 Illegality. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
LIBOR Loans as contemplated by this Agreement, (a) the commitment of such Lender
hereunder to make LIBOR Loans, continue LIBOR Loans as such and convert ABR
Loans to LIBOR Loans shall forthwith be cancelled and (b) such Lender's Loans
then outstanding as LIBOR Loans, if any, shall be converted automatically to ABR
Loans on the respective last days of the then current Interest Periods with
respect to such Loans or within such earlier period as required by law. If any
such conversion of a LIBOR Loan occurs on a day which is not the last day of the
then current Interest Period with

                                CREDIT AGREEMENT


                                                                              28

respect thereto, the Borrower shall pay to such Lender such amounts, if any, as
may be required pursuant to Section 2.22.

            2.22 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

            (i) shall subject any Lender to any tax of any kind whatsoever with
      respect to this Agreement, any Note or any LIBOR Loan made by it, or
      change the basis of taxation of payments to such Lender in respect thereof
      (except for Non-Excluded Taxes covered by Section 2.23 and changes in the
      rate of tax on the overall net income of such Lender);

            (ii) shall impose, modify or hold applicable any reserve, special
      deposit, compulsory loan or similar requirement against assets held by,
      deposits or other liabilities in or for the account of, advances, loans or
      other extensions of credit by, or any other acquisition of funds by, any
      office of such Lender which is not otherwise included in the determination
      of the London Interbank Offered Rate hereunder; or

            (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining LIBOR Loans or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender such additional amount or amounts as will compensate
such Lender for such increased cost or reduced amount receivable.

      (b) If any Lender shall have determined that the adoption of or any change
in any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy (whether or
not having the force of law) from any Governmental Authority made subsequent to
the date hereof shall have the effect of reducing the rate of return on such
Lender's or such corporation's capital as a consequence of its obligations
hereunder to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, the
Borrower shall promptly pay to such Lender such additional amount or amounts as
will compensate such Lender for such reduction.

      (c) If any Lender becomes entitled to claim any additional amounts
pursuant to paragraphs (a) or (b) of this Section 2.22, it shall promptly notify
the Borrower (with a copy to the Administrative Agent) of the event by reason of
which it has become so entitled and of the basis for the calculation of such
additional amounts; provided that the Borrower shall not be required to
compensate a Lender pursuant to such paragraph for any increased costs incurred
more than 180 days prior to the date that such Lender notifies the Borrower of
the change giving rise to such increased costs and of such Lender's intention to
claim compensation therefor; provided, further that, if the change giving rise
to such increased costs is retroactive, then the 180-day period referred to
above shall be extended to include the period of retroactive effect thereof. A
certificate as to any additional amounts payable pursuant to this Section
submitted by

                                CREDIT AGREEMENT


                                                                              29

such Lender to the Borrower (with a copy to the Administrative Agent) shall be
conclusive in the absence of manifest error. The agreements in this Section
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

            2.23 Taxes. (a) All payments made by the Borrower under this
Agreement and any Notes shall be made free and clear of, and without deduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on the Administrative Agent or any Lender
as a result of a present or former connection between the Administrative Agent
or such Lender and the jurisdiction of the Governmental Authority imposing such
tax or any political subdivision or taxing authority thereof or therein (other
than any such connection arising solely from the Administrative Agent or such
Lender having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement or any Note). If any such
non-excluded taxes, levies, imposts, duties, charges, fees deductions or
withholdings ("Non-Excluded Taxes" ) are required to be withheld from any
amounts payable to the Administrative Agent or any Lender hereunder or under any
Note, the amounts so payable to the Administrative Agent or such Lender shall be
increased to the extent necessary to yield to the Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender that is not organized under the
laws of the United States or a state thereof if such Lender fails to comply with
the requirements of paragraph (b) of this Section. Whenever any Non-Excluded
Taxes are payable by the Borrower, as promptly as possible thereafter the
Borrower shall send to the Administrative Agent for its own account or for the
account of such Lender, as the case may be, a certified copy of an original
official receipt received by the Borrower showing payment thereof. If the
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

      (b) Each Lender that is not incorporated under the laws of the United
States or a state thereof shall:

            (i) deliver to the Borrower and the Administrative Agent two duly
      completed copies of United States Internal Revenue Service Form W-8 BEN or
      W-8 ECI, or successor applicable form, as the case may be;

            (ii) deliver to the Borrower and the Administrative Agent two
      further copies of any such form or certification on or before the date
      that any such form or certification expires or becomes obsolete and after
      the occurrence of any event requiring a change in the most recent form
      previously delivered by it to the Borrower; and

                                CREDIT AGREEMENT


                                                                              30

            (iii) obtain such extensions of time for filing and complete such
      forms or certifications as may reasonably be requested by the Borrower or
      the Administrative Agent;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrower and the
Administrative Agent. Such Lender shall certify that it is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes. Each Person that shall become a Lender or a
Participant pursuant to Section 10.6 shall, upon the effectiveness of the
related transfer, be required to provide all of the forms and statements
required pursuant to this Section, provided that in the case of a Participant
such Participant shall furnish all such required forms and statements to the
Lender from which the related participation shall have been purchased.

            2.24 Indemnity. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making either (i) a
borrowing of LIBOR Loans (including without limitation Term Loans) or LIBOR CAF
Advances or (ii) a conversion into or continuation of LIBOR Loans, in each case
after the Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement (in the case of a borrowing of LIBOR CAF Advances,
so long as the Borrower shall have accepted a CAF Advance offered in connection
with any such notice), (b) default by the Borrower in making any prepayment
after the Borrower has given a notice thereof in accordance with the provisions
of this Agreement or (c) the making of either (i) a prepayment of LIBOR Loans,
LIBOR CAF Advances or Fixed Rate CAF Advances or (ii) a conversion of LIBOR
Loans, in each case on a day which is not the last day of an Interest Period
with respect thereto. Such indemnification shall constitute an amount equal to
the excess, if any, of (i) the amount of interest which would have accrued on
the amount so prepaid, or not so borrowed, converted or continued, for the
period from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of such Interest Period (or, in the case of a failure
to borrow, convert or continue, the Interest Period that would have commenced on
the date of such failure) in each case at the applicable rate of interest for
such Loans provided for herein (excluding, however, the Applicable Margin
included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) which would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading
banks in the interbank eurodollar market. This covenant shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

            2.25 Commitment Increases. (a) In the event that Borrower wishes to
increase the aggregate Commitments, it shall notify the Lenders (through the
Administrative Agent) of the amount of such proposed increase (such notice, a
"Commitment Increase Offer"). Each Commitment Increase Offer shall offer the
Lenders the opportunity to participate in the increased Commitments ratably in
accordance with their respective Commitment Percentages. In the event that any
Lender (each, a "Declining Lender") shall fail to accept in writing a Commitment
Increase Offer within 10 Business Days after receiving notice thereof, all or
any portion of the proposed increase in the Commitments offered to the Declining
Lenders (the aggregate of such offered amounts, the "Declined Amount") may
instead be allocated to any one or more additional

                                CREDIT AGREEMENT


                                                                              31

banks, financial institutions or other entities pursuant to paragraph (b) below
and/or to any one or more existing Lenders pursuant to paragraph (c)(ii) below.

      (b) Any additional bank, financial institution or other entity (herein
called a "New Lender") which, with the consent of the Borrower and the
Administrative Agent, elects to become a party to this Agreement and obtain a
Commitment in an amount equal to all or any portion of a Declined Amount shall
execute a New Lender Supplement (each, a "New Lender Supplement") with the
Borrower and the Administrative Agent, substantially in the form of Exhibit K-1,
whereupon such New Lender shall become a Lender for all purposes and to the same
extent as if originally a party hereto and shall be bound by and entitled to the
benefits of this Agreement, and Schedule 1.2 shall be deemed to be amended to
add the name and Commitment of such New Lender.

      (c) Any Lender which (i) accepts a Commitment Increase Offer pursuant to
subsection 2.25(a) or (ii) with the consent of the Borrower, elects to increase
its Commitment by an amount equal to all or any portion of a Declined Amount
shall, in each case, execute a Commitment Increase Supplement (each, a
"Commitment Increase Supplement") with the Borrower and the Administrative
Agent, substantially in the form of Exhibit K-2, whereupon such Lender shall be
bound by and entitled to the benefits of this Agreement with respect to the full
amount of its Commitment as so increased, and Schedule 1.2 shall be deemed to be
amended to so increase the Commitment of such Lender.

      (d) If on the date upon which a bank, financial institution or other
entity becomes a New Lender pursuant to subsection 2.25(b) or upon which a
Lender's Commitment is increased pursuant to subsection 2.25(c) there is an
unpaid principal amount of Revolving Credit Loans, the Borrower shall borrow
Revolving Credit Loans from the Lenders and/or (subject to compliance by the
Borrower with Section 2.24) prepay Revolving Credit Loans of the Lenders such
that, after giving effect thereto, the Revolving Credit Loans (including,
without limitation, the Types thereof and Interest Periods with respect thereto)
shall be held by the Lenders (including for such purposes the New Lenders) pro
rata according to their respective Commitment Percentages.

      (e) Notwithstanding anything to the contrary in this Section, (i) in no
event shall any transaction effected pursuant to this Section cause (x) the
aggregate Commitments to exceed $2,750,000,000 or (y) an increase in the
aggregate Commitments of an amount less than $50,000,000, (ii) the aggregate
amount of any increase in Commitments pursuant to subsection 2.25(b) and (c)(ii)
shall be limited to the relevant Declined Amount and (iii) no Lender shall have
any obligation to increase its Commitment unless it agrees to do so in its sole
discretion.

            2.26 Commitment Extensions. (a) The Borrower may, not earlier than
60 days and not later than 45 days before the Revolving Credit Termination Date,
by notice to the Administrative Agent request that the Revolving Credit
Termination Date then in effect (the "Existing Revolving Credit Termination
Date") be extended to the date 364 days after the Existing Commitment
Termination Date. The Administrative Agent shall promptly notify the Lenders of
such request.

      (b) Each Lender, in its sole discretion, shall advise the Administrative
Agent whether or not such Lender agrees to such extension. If a Lender agrees to
renew its Commitment (an "Extending Lender"), it shall notify the Administrative
Agent, in writing, of its decision to do so

                                CREDIT AGREEMENT


                                                                              32

not earlier than 45 days and not later than 30 days prior to the Existing
Revolving Credit Termination Date. A Lender that determines not to so extend its
Commitment shall so notify the Administrative Agent promptly after making such
determination and is herein called a "Non-Extending Lender". If a Lender does
not give timely notice to the Administrative Agent of whether or not such Lender
agrees to such extension, it shall be deemed to be a Non-Extending Lender.

      (c) The Administrative Agent shall notify the Borrower of each Lender's
determination not earlier than 30 days and not later than 20 days prior to the
Existing Revolving Credit Termination Date.

      (d) The Borrower shall have the right to accept Commitments from New
Lenders, each of which shall be acceptable to the Administrative Agent, in an
aggregate amount equal to the amount of the Commitments of any Non-Extending
Lenders, provided that the Extending Lenders shall have the right to increase
their Commitments up to the aggregate amount of the Non-Extending Lenders'
Commitments before the Borrower shall be permitted to substitute any New Lenders
for Non-Extending Lenders.

      (e) If and only if (i) more than 50% of the total of the Commitments is
extended or otherwise committed to by Extending Lenders and any New Lenders, and
(ii) immediately prior to the Existing Revolving Credit Termination Date no
Default has occurred and is continuing and the representations and warranties of
the Borrower set forth in Section 3 shall be true and correct in all material
respects on and as of the Existing Revolving Credit Termination Date as though
made on and as of such date, and subject to each New Lender having executed a
New Lender Supplement (on the effective date of which such New Lender shall
become a Lender for all purposes and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of this Agreement),
then effective on the Existing Revolving Credit Termination Date the Revolving
Credit Termination Date shall be extended to the date 364 days after the
Existing Revolving Credit Termination Date (or, if such day is not a Business
Day, the immediately preceding Business Day) which date shall thereafter be the
Revolving Credit Termination Date, provided that the Commitment of each
Non-Extending Lender shall in any event terminate on the Existing Revolving
Credit Termination Date and the Borrower shall pay in full on the Existing
Revolving Credit Termination Date all amounts payable to each Non-Extending
Lender hereunder.

                    SECTION 3. REPRESENTATIONS AND WARRANTIES

      To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans, the Borrower and, in the case of Sections 3.3,
3.4, 3.5 and 3.14, each Obligor with respect to itself, hereby represents and
warrants to the Administrative Agent and each Lender that:

            3.1 Financial Condition. The consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at December 31, 2004 and the
related consolidated statements of income and of cash flows for the fiscal year
ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which
have heretofore been furnished to each Lender, are complete and correct in all
material respects and present fairly the consolidated financial condition of the
Borrower and its consolidated Subsidiaries as at such date, and the consolidated

                                CREDIT AGREEMENT


                                                                              33

results of their operations and their consolidated cash flows for the fiscal
year then ended. The unaudited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at March 31, 2005 and the related unaudited
consolidated statements of income and of cash flows for the three-month period
ended on such date, certified by a Responsible Officer, copies of which have
heretofore been furnished to each Lender, are complete and correct in all
material respects and present fairly the consolidated financial condition of the
Borrower and its consolidated Subsidiaries as at such date, and the consolidated
results of their operations and their consolidated cash flows for the
three-month period then ended (subject to normal year-end audit adjustments).
All such financial statements have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by such
accountants or Responsible Officer, as the case may be, and as disclosed
therein). Neither the Borrower nor any of its consolidated Subsidiaries had, at
the date of the most recent balance sheet referred to above, any material
Guarantee outside the ordinary course of business, contingent liability or
liability for taxes, or any long-term lease or unusual forward or long-term
commitment which in the aggregate may reasonably be expected to have a Material
Adverse Effect, including, without limitation, any interest rate or foreign
currency swap or exchange transaction (except as listed on Schedule 3.1 attached
hereto), which is not reflected in the foregoing statements or in the notes
thereto.

            3.2 No Change. Since December 31, 2004 there has been no development
or event which has had or could reasonably be expected to have a Material
Adverse Effect.

            3.3 Existence; Compliance with Law. Each Obligor and its
Subsidiaries (a) is an entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization (provided, that
no representation is made under this clause (a) with respect to any Subsidiary
that is neither an Obligor nor a Material Subsidiary of an Obligor if the
failure of such Subsidiary to be duly organized, validly existing or in good
standing as aforesaid could not reasonably be expected to have a Material
Adverse Effect), (b) has the power and authority, and the legal right, to own
and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified as
a foreign entity and in good standing under the laws of each jurisdiction (other
than that of its organization) where its ownership, lease or operation of
property or the conduct of its business requires such qualification and (d) is
in compliance with all Requirements of Law, except in the case of clause (c) or
(d) above, to the extent that the failure to qualify as a foreign entity or to
be in good standing or to comply with any Requirement of Law could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

            3.4 Corporate Power; Authorization; Enforceable Obligations. Each
Obligor has the corporate power and authority, and the legal right, to make,
deliver, and perform the Loan Documents to which it is a party and to borrow
hereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of this Agreement and any Notes and to
authorize the execution, delivery and performance of the Loan Documents to which
it is a party. No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of the Loan Documents to which
either Obligor is a party. This Agreement has been, and each other Loan Document
to which it is a party will be, duly executed and delivered on behalf of each
Obligor. This Agreement constitutes, and each other Loan Document to which it is
a party when executed and delivered will constitute, a legal, valid and binding
obligation of each

                                CREDIT AGREEMENT


                                                                              34

Obligor enforceable against such Obligor in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

            3.5 No Legal Bar. The execution, delivery and performance of the
Loan Documents to which each Obligor is a party, the borrowings hereunder and
the use of the proceeds thereof will not violate any Requirement of Law or
Contractual Obligation of such Obligor and will not result in, or require, the
creation or imposition of any Lien on any of its or their respective properties
or revenues pursuant to any such Requirement of Law or Contractual Obligation.

            3.6 No Material Litigation. Except as listed on Schedule 3.6 or as
previously disclosed in any public filing made by the Borrower prior to the date
hereof, no litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of its Subsidiaries or against any
of its or their respective properties or revenues (a) with respect to any of the
Loan Documents or any of the transactions contemplated hereby or thereby, or (b)
which could, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

            3.7 No Default. Neither the Borrower nor any of its Subsidiaries is
in default under or with respect to any of its Contractual Obligations in any
respect which could, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing.

            3.8 Ownership of Property; Liens. Each of the Borrower and its
Subsidiaries has good record and marketable title in fee simple to, or a valid
leasehold interest in, all its real property material to the business of the
Borrower and its Subsidiaries, taken as a whole, and good title to, or a valid
leasehold interest in, all its other property material to the business of the
Borrower and its Subsidiaries, taken as a whole, and none of such property is
subject to any Lien except as permitted by Section 6.2.

            3.9 Intellectual Property. The Borrower and each of its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, technology,
know-how and processes necessary for the conduct of its business as currently
conducted except for those the failure to own or license which could not
reasonably be expected to have a Material Adverse Effect (the "Intellectual
Property"). No claim has been asserted and is pending by any Person challenging
or questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor does International know of
any valid basis for any such claim, except for such claims that, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
The use of such Intellectual Property by the Borrower and its Subsidiaries does
not infringe on the rights of any Person, except for such claims and
infringements that, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

            3.10 No Burdensome Restrictions. No Requirement of Law or
Contractual Obligation of the Borrower or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

                                CREDIT AGREEMENT


                                                                              35

            3.11 Taxes. Each of the Borrower and its Subsidiaries has filed or
caused to be filed all tax returns which, to the knowledge of the Borrower, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority, except (a) any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower or its Subsidiaries, as the case may be or (b) to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect; no tax Lien has been filed, and, to the knowledge of
the Borrower, no claim is being asserted, with respect to any such tax, fee or
other charge other than any Lien permitted under Section 6.2(a).

            3.12 Federal Margin Regulations. Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose (whether immediate, incidental
or ultimate) of buying or carrying Margin Stock. No part of the proceeds of any
Loans will be used directly or indirectly for the purpose (whether immediate,
incidental or ultimate) of buying or carrying Margin Stock or for any purpose
that violates the provisions of the regulations of the Board. If requested by
any Lender or the Administrative Agent, the Borrower will furnish to each Lender
and the Administrative Agent a statement in conformity with the requirements of
Federal Reserve Form FR U-1 or FR G-3, as appropriate, referred to in Regulation
U, to demonstrate the compliance of any borrowing hereunder with Regulation U.

            3.13 ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Single Employer Plan
that could reasonably be expected to have a Material Adverse Effect, and each
Plan has complied with the applicable provisions of ERISA and the Code to the
extent that the failure to comply could not reasonably be expected to have a
Material Adverse Effect. No termination of a Single Employer Plan has occurred
(other than via a "standard termination" as defined in Section 4041(b) of
ERISA), and no Lien in favor of the PBGC or a Single Employer Plan has arisen,
during such five-year period that could reasonably be expected to have a
Material Adverse Effect. The excess, if any, of the present value of all accrued
benefits under each Single Employer Plan (based on those assumptions used to
fund such Plans), as of the last annual valuation date prior to the date on
which this representation is made or deemed made, over the value of the assets
of such Plan allocable to such accrued benefits could not reasonably be expected
to have a Material Adverse Effect. Neither the Borrower nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan that could reasonably be expected to have a Material Adverse
Effect, and neither the Borrower nor any Commonly Controlled Entity would become
subject to any liability under ERISA that could reasonably be expected to have a
Material Adverse Effect if the Borrower or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made. To the best knowledge of the Borrower, no such Multiemployer Plan
is in Reorganization or Insolvent. The excess, if any, of the present value
(determined using actuarial and other assumptions which are reasonable in
respect of the benefits provided and the employees participating) of the
liability of the Borrower for post retirement benefits to be provided to their
current and former employees under Plans which are

                                CREDIT AGREEMENT


                                                                              36

welfare benefit plans (as defined in Section 3(l) of ERISA) over the assets
under all such Plans allocable to such benefits could not reasonably be expected
to have a Material Adverse Effect.

            3.14 Investment Company Act; Other Regulations. Neither of the
Obligors is an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
Neither of the Obligors is subject to regulation under any Federal or State
statute or regulation (other than Regulation X of the Board) which limits its
ability to incur Indebtedness.

            3.15 Subsidiaries. As of the Closing Date, Schedule 3.15 lists each
Subsidiary of the Borrower (and the direct and indirect ownership interest of
the Borrower therein), in each case existing on March 31, 2005.

            3.16 Purpose of Loans. The proceeds of the Loans shall be used by
the Borrower and its Subsidiaries solely (i) to ensure the integrity of the
MasterCard payment system in the event of settlement failure by one or more of
its members, including failure by one or more of its members to meet merchant
payment obligations, and (ii) to refinance outstanding loans, if any, under the
agreement referred to in Section 4.1(i); provided, that up to $300,000,000 of
the proceeds of the Loans may be used for general corporate purposes of the
Borrower and its Subsidiaries.

            3.17 Environmental Matters. Except to the extent any of the
following could not reasonably be expected to have a Material Adverse Effect:

      (a) To the best knowledge of the Borrower, the facilities and properties
owned, leased or operated by the Borrower or any of its Subsidiaries (the
"Properties") do not contain, and have not previously contained, any Materials
of Environmental Concern in amounts or concentrations which (i) constitute or
constituted a violation of, or (ii) could reasonably be expected to give rise to
liability under, any Environmental Law.

      (b) The Properties and all operations at the Properties are in compliance
in all material respects with all applicable Environmental Laws, and there is no
contamination at, under or about the Properties or violation of any
Environmental Law with respect to the Properties or the business operated by the
Borrower or any of its Subsidiaries (the "Business") which could materially
interfere with the continued operation of the Properties or materially impair
the fair saleable value thereof.

      (c) Neither the Borrower nor any of its Subsidiaries has received any
notice of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws
with regard to any of the Properties or the Business, nor does the Borrower have
knowledge or reason to believe that any such notice will be received or is being
threatened.

      (d) No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary is or will be named as
a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business.

                                CREDIT AGREEMENT


                                                                              37

            3.18 Solvency. The Borrower is, and after giving effect to each
borrowing hereunder will be, Solvent.

                         SECTION 4. CONDITIONS PRECEDENT

            4.1 Conditions to Initial Loan. The agreement of each Lender to make
the initial Loan requested to be made by it is subject to the satisfaction of
the following conditions precedent:

      (a) Loan Documents. The Administrative Agent shall have received (i) this
Agreement, executed and delivered by a duly authorized officer of each Obligor,
with a counterpart for each Lender, and (ii) for the account of the Swing Line
Lender, the Swing Line Note conforming to the requirements hereof and for the
account of any Lender that requested a Revolving Credit Note, such Revolving
Credit Note, conforming to the requirements hereof, each executed by a duly
authorized officer of the Borrower.

      (b) Related Agreements. The Administrative Agent shall have received, with
a copy for each Lender, true and correct copies, certified as to authenticity by
the Borrower, of such other documents or instruments as may be reasonably
requested by the Administrative Agent on or prior to the Closing Date,
including, without limitation, a copy of any debt instrument, security agreement
or other material contract to which the Borrower or its Subsidiaries may be a
party.

      (c) Closing Certificate. The Administrative Agent shall have received,
with a copy for each Lender, a closing certificate of each Obligor, dated the
Closing Date, substantially in the form of Exhibit I, with appropriate
insertions and attachments, satisfactory in form and substance to the
Administrative Agent, executed by the President or his designee or any Vice
President and the Secretary or any Assistant Secretary of each Obligor.

      (d) Corporate Proceedings. The Administrative Agent shall have received,
with a copy for each Lender, a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Board of Directors of each
Obligor authorizing (i) the execution, delivery and performance by such Obligor
of this Agreement and the other Loan Documents to which it is a party and (ii)
in the case of the Borrower, the making of the borrowings and the uses of the
proceeds contemplated hereunder and, in the case of International, the guarantee
thereof as provided herein, certified by its Secretary or an Assistant Secretary
as of the Closing Date, which certificate shall be in form and substance
satisfactory to the Administrative Agent and shall state that the resolutions
thereby certified have not been amended, modified, revoked or rescinded.

      (e) Incumbency Certificate. The Administrative Agent shall have received,
with a copy for each Lender, a certificate of each Obligor, dated the Closing
Date, as to the incumbency and signature of its officers executing any Loan
Document, satisfactory in form and substance to the Administrative Agent,
executed by its President or any Vice President and its Secretary or any
Assistant Secretary.

      (f) Corporate Documents. The Administrative Agent shall have received,
with a copy for each Lender, true and complete copies of the certificate of
incorporation and by-laws of

                                CREDIT AGREEMENT


                                                                              38

each Obligor, certified as of the Closing Date as complete and correct copies
thereof by the Secretary or an Assistant Secretary of such Obligor.

      (g) Fees. The Administrative Agent shall have received the fees to be
received on the Closing Date.

      (h) Legal Opinions. The Administrative Agent shall have received, with a
counterpart for each Lender, (i) the executed legal opinion of Noah J. Hanft,
Esq., General Counsel and Secretary of the Borrower and International,
substantially in the form of Exhibit F-1, and (ii) the executed legal opinion of
Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to the
Administrative Agent, substantially in the form of Exhibit F-2, each dated the
Closing Date and covering such other matters incident to the transactions
contemplated by this Agreement as the Administrative Agent may reasonably
require.

      (i) Existing Agreement. The Administrative Agent shall have received
evidence satisfactory to it that the commitments under the existing
$1,950,000,000 Credit Agreement, dated as of June 18, 2004 among the Borrower,
International, certain financial institutions, Citibank, N.A. as Administrative
Agent and JPMorgan Chase Bank, N.A., as Backup Agent (the "Existing Credit
Agreement"), shall have been canceled and all amounts outstanding thereunder
shall have been repaid as of the Closing Date (and each Lender which is a party
to the Existing Credit Agreement hereby waives compliance with the requirement
under Section 2.6 of the Existing Credit Agreement for the giving of one
Business Day's prior written notice for termination of the commitments
thereunder).

            4.2 Conditions to Each Loan. The agreement of each Lender to make
any Loan requested to be made by it on any date (including, without limitation,
its initial Loan and its Term Loan) is subject to the satisfaction of the
following conditions precedent:

      (a) Representations and Warranties. Each of the representations and
warranties made by the Obligors pursuant to Section 3 of this Agreement
(excluding, with respect to each borrowing of Revolving Credit Loans to be used
by the Borrower and its Subsidiaries for the purpose set forth in Section
3.16(i) and any Term Loans converted therefrom, the representations and
warranties made by the Borrower in Sections 3.2 and 3.6) shall be true and
correct in all material respects on and as of such date as if made on and as of
such date (immediately before and immediately after giving effect to such Loan
and to the application of the proceeds therefrom) except for representations and
warranties expressly stated to relate to a specific earlier date, in which case
such representations and warranties were true and correct as of such earlier
date.

      (b) No Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Loans requested to be made
on such date.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained in
this Section have been satisfied.

                                CREDIT AGREEMENT


                                                                              39

                        SECTION 5. AFFIRMATIVE COVENANTS

      The Borrower hereby agrees that, so long as the Commitments remain in
effect or any amount is owing to any Lender or the Administrative Agent
hereunder or under any other Loan Document, the Borrower shall and (except in
the case of delivery of financial information, reports and notices) shall cause
each of its Subsidiaries to:

            5.1 Financial Statements. Furnish to each Lender:

      (a) as soon as available, but in any event within 120 days after the end
of each fiscal year of the Borrower, a copy of the consolidated balance sheet of
the Borrower and its consolidated Subsidiaries as at the end of such year and
the related consolidated statements of income and retained earnings and of cash
flows for such year, setting forth in each case in comparative form the figures
for the previous year, reported on without a "going concern" or like
qualification or exception, or qualification arising out of the scope of the
audit, by PricewaterhouseCoopers LLP or other independent certified public
accountants of nationally recognized standing; and

      (b) as soon as available, but in any event not later than 60 days after
the end of each of the first three quarterly periods of each fiscal year of the
Borrower, the unaudited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income and retained earnings of such
quarter and of cash flows of the Borrower and its consolidated Subsidiaries for
the portion of the fiscal year through the end of such quarter, setting forth in
each case in comparative form the figures for the previous year or, in the case
of such consolidated balance sheet, for the last day of the prior fiscal year,
certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein). Information required to be delivered pursuant to this
Section 5.1 shall be deemed to have been delivered to the Lenders on the date on
which the Borrower provides written notice to the Lenders that such information
has been posted on the Borrower's website on the Internet at
http://www.mastercardintl.com or is available on the website of the Securities
and Exchange Commission or any successor at http://www.sec.gov (to the extent
such information has been posted or is available as described in such notice).

            5.2 Certificates; Other Information. Furnish to the Administrative
Agent:

      (a) concurrently with the delivery of the financial statements referred to
in subsection 5.1(a), a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the
examination necessary therefor no knowledge was obtained of any failure by the
Borrower to comply with Section 6.1, except as specified in such certificate;

      (b) concurrently with the delivery of the financial statements referred to
in subsections 5.1(a) and (b), a certificate of a Responsible Officer,
substantially in the form of Exhibit J, stating that, to the best of such
Responsible Officer's knowledge, during such period the Borrower has observed or
performed all of its covenants and other agreements, and satisfied every
condition, contained in this Agreement and the other Loan Documents to be
observed,

                                CREDIT AGREEMENT


                                                                              40

performed or satisfied by it, and that such Responsible Officer has obtained no
knowledge of any Default or Event of Default except as specified in such
certificate;

      (c) within five days after the same are sent, copies of all financial
statements and reports which the Borrower sends to shareholders generally, and
within five days after the same are filed, copies of all financial statements
and reports which the Borrower may make to, or file with, the Securities and
Exchange Commission or any successor or analogous Governmental Authority;
provided, that any such financial statement or report shall be deemed to have
been delivered on the date that the Borrower notifies the Administrative Agent
that such financial statement or report is available on "EDGAR", the Electronic
Data Gathering, Analysis and Retrieval system of the Securities and Exchange
Commission, or "http://www.sec.gov/edgar.shtml"; and

      (d) promptly, such additional financial and other information (other than
any non-public information or materials pertaining to the Borrower's proprietary
new products, systems or services, proprietary marketing programs, strategies or
plans, or any member specific billing, contractual or other arrangements) as the
Administrative Agent or any Lender through the Administrative Agent may from
time to time reasonably request.

            5.3 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except (i) where the amount or validity thereof
is currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been provided on the
books of the Borrower or its Subsidiaries, as the case may be or (ii) to the
extent that failure to comply therewith could not, in the aggregate, be
reasonably expected to have a Material Adverse Effect.

            5.4 Conduct of Business and Maintenance of Existence. Continue to
engage in business of the same general type as now conducted by it and preserve,
renew and keep in full force and effect its existence and take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct of its business except as otherwise permitted pursuant to
Section 6.3 or 6.7 unless the failure to do so could not reasonably be expected
to have a Material Adverse Effect; and comply with all Contractual Obligations
and Requirements of Law except to the extent that failure to comply therewith
could not, in the aggregate, be reasonably expected to have a Material Adverse
Effect.

            5.5 Maintenance of Property; Insurance. Keep all property material
to the business of the Borrower and its Subsidiaries taken as a whole in good
working order and condition ordinary wear and tear excepted; maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks as are, to the
Borrower's knowledge, usually insured against in the same general area by
companies engaged in the same or a similar business; and furnish to each Lender,
upon written request, full information as to the insurance carried.

            5.6 Inspection of Property; Books and Records; Discussions. Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP (or such other commonly accepted accounting practice which
has been previously disclosed to the Administrative Agent) and all Requirements
of Law shall be made of all dealings and

                                CREDIT AGREEMENT


                                                                              41

transactions in relation to its business and activities; and permit
representatives of any Lender (coordinated through the Administrative Agent) to,
upon reasonable notice, visit and inspect any of its properties (not more than
one time in any fiscal year) and examine and make abstracts from any of its
books and records (other than any non-public information or materials pertaining
to (i) its proprietary new products, systems or services, (ii) its proprietary
marketing programs, strategies or plans, or (iii) any member specific billing,
contractual or other arrangements) at any reasonable time and as often as may
reasonably be desired and to discuss the business, operations, properties and
financial and other condition of the Borrower and its Subsidiaries with officers
and employees of the Borrower and its Subsidiaries and with its independent
certified public accountants; provided that if a Default or Event of Default
shall have occurred and be continuing, such visits and inspections (coordinated
through the Administrative Agent) may be conducted at any time upon reasonable
notice.

            5.7 Notices. Promptly give notice to the Administrative Agent for
distribution to the Lenders of:

      (a) the occurrence of any Default or Event of Default;

      (b) if the Borrower ceases to be a public reporting company under the
Securities Exchange Act of 1934, as amended, any (i) default or event of default
under any Contractual Obligation of the Borrower or any of its Subsidiaries or
(ii) litigation, investigation or proceeding which may exist at any time between
the Borrower or any of its Subsidiaries and any Governmental Authority, which in
either case, could reasonably be expected to have a Material Adverse Effect;

      (c) if the Borrower ceases to be a public reporting company under the
Securities Exchange Act of 1934, as amended, any litigation or proceeding
affecting the Borrower or any of its Subsidiaries as to which the Borrower
determines that there is a reasonable probability of an adverse judgment and in
which the amount involved is $50,000,000 or more and not covered by insurance or
in which injunctive or similar relief is sought;

      (d) the following events, as soon as possible and in any event within 30
days after the Borrower knows or has reason to know thereof: (i) the occurrence
of any Reportable Event with respect to any Plan, a failure to make any required
contribution to any "pension plan" (as defined in Section 3(2) of ERISA), the
creation of any Lien in favor of the PBGC or a Plan, in each case that could
reasonably be expected to result in a liability or Lien in excess of $10,000,000
or (ii) the institution of proceedings or the taking of any other action by the
PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan
with respect to the withdrawal from, or the terminating, Reorganization or
Insolvency of, any Multiemployer Plan, except where the termination,
Reorganization or Insolvency of any Multiemployer Plan could not reasonably be
expected to result in a liability in excess of $10,000,000; and

      (e) any material adverse change in the business, operations, property or
condition (financial or otherwise) of the Borrower and its Subsidiaries taken as
a whole.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.
Notices and other communications to the Lenders required pursuant to paragraphs
(b), (c), (d) and (e) of this Section 5.7 may be delivered

                                CREDIT AGREEMENT


                                                                              42

or furnished by electronic communications pursuant to procedures approved by the
Administrative Agent.

            5.8 Environmental Laws. (a) Comply with, and ensure compliance by
all tenants and subtenants, if any, with, all applicable Environmental Laws and
obtain and comply in all material respects with and maintain, and ensure that
all tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws except to the extent that
failure to do so could not be reasonably expected to have a Material Adverse
Effect.

      (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws except to the extent that the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

                          SECTION 6. NEGATIVE COVENANTS

      The Borrower hereby agrees that, so long as the Commitments remain in
effect or any amount is owing to any Lender or the Administrative Agent
hereunder or under any other Loan Document, the Borrower shall not and shall not
permit any of its Subsidiaries to, directly or indirectly:

            6.1 Maintenance of Net Worth. Permit Consolidated Net Worth of the
Borrower at any time to be less than $525,000,000.

            6.2 Limitation on Liens. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

      (a) Liens for taxes not yet due or which are being contested in good faith
by appropriate proceedings, provided that adequate reserves with respect thereto
are maintained on the books of the Borrower or its Subsidiaries, as the case may
be, in conformity with GAAP;

      (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 60 days or which are being contested in good
faith by appropriate proceedings;

      (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;

      (d) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

      (e) easements, rights-of-way, restrictions and other similar encumbrances
which, in the aggregate, do not in any case materially detract from the value of
the property subject thereto or

                                CREDIT AGREEMENT


                                                                              43

materially interfere with the ordinary conduct of the business of the Borrower
and its Subsidiaries taken as a whole;

      (f) Liens in existence on the date hereof listed on Schedule 6.2(f),
provided that no such Lien is spread to cover any additional property after the
Closing Date and that the amount of Indebtedness secured thereby is not
increased;

      (g) Liens securing Indebtedness of the Borrower and its Subsidiaries
incurred to finance the acquisition of fixed or capital assets, provided that
(i) such Liens shall be created substantially simultaneously with the
acquisition of such fixed or capital assets and (ii) such Liens do not at any
time encumber any property other than the property financed by such
Indebtedness;

      (h) bankers' liens arising by operation of law;

      (i) Liens on the property or assets of a corporation which becomes a
Subsidiary on or after the date hereof securing Indebtedness of such
corporation, provided that (i) such Liens existed at the time such corporation
became a Subsidiary and were not created in anticipation thereof and (ii) any
such Lien is not spread to cover any property or assets of such corporation
after the time such corporation becomes a Subsidiary;

      (j) Liens arising out of judgments or awards (x) which are bonded or (y)
with respect to which an appeal or a proceeding for review is being prosecuted
in good faith and adequate reserves have been provided for the payment of such
judgment or award;

      (k) Liens in favor of the Borrower which secure the obligation of any
Subsidiary to the Borrower; and

      (1) Liens (not otherwise permitted hereunder) which secure obligations not
exceeding (as to the Borrower and all Subsidiaries) $35,000,000 in aggregate
amount at any time outstanding.

            6.3 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting business
(taking the Borrower and its Subsidiaries as a whole), except:

      (a) any Subsidiary of the Borrower may be merged or consolidated with or
into the Borrower or International (provided that the Borrower or International,
as the case may be, shall be the continuing or surviving corporation) or with or
into any one or more wholly-owned Subsidiaries of the Borrower (provided that
the wholly-owned Subsidiary or Subsidiaries shall be the continuing or surviving
corporation);

      (b) any wholly-owned Subsidiary may sell, lease, transfer or otherwise
dispose of any or all of its assets (upon voluntary liquidation or otherwise) to
the Borrower or International or any other wholly-owned Subsidiary of the
Borrower, subject, however, to the limitations set forth in Sections 6.4(c) and
6.5 below; and

                                CREDIT AGREEMENT


                                                                              44

      (c) as permitted by Section 6.4 or Section 6.5 (including any Investment
consisting of an acquisition or disposition of assets, in each case by way of
merger, that is otherwise permitted under Section 6.4 or Section 6.5).

            6.4 Limitation on Transfer or Disposition of Assets. Convey, sell,
lease, assign, transfer or otherwise dispose of any of its property, business or
assets (including, without limitation, receivables and leasehold interests),
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary's Capital Stock to any Person other
than the Borrower or any wholly-owned Subsidiary, except:

      (a) the sale or other disposition of obsolete or worn out property in the
ordinary course of business;

      (b) the sale of Cash Equivalents in the ordinary course of business in
connection with cash management activities or the use of proceeds thereof;

      (c) the sale or other disposition of any property; provided that (i) the
aggregate book value of all assets so sold or disposed of pursuant to this
clause (c) in any period of twelve consecutive months shall not exceed an amount
equal to 20% of consolidated total assets of the Borrower and its Subsidiaries
as at the beginning of such twelve-month period; and (ii) the aggregate book
value of all assets so sold or disposed of pursuant to this clause (c) to
Subsidiaries of the Borrower that are not also Subsidiaries of International by
the Borrower and its Subsidiaries (other than by Subsidiaries of the Borrower
that are not also Subsidiaries of International) during any period of twelve
consecutive calendar months commencing with and including May, 2005 shall not
exceed an amount equal to 30% of consolidated total assets of International and
its Subsidiaries as at the beginning of such twelve-month period;

      (d) the sale or disposition of the headquarters of the Borrower located at
2000 Purchase Street, Purchase, New York 10577-2509;

      (e) the sale of inventory in the ordinary course of business;

      (f) the sale or discount without recourse of accounts receivable arising
in the ordinary course of business in connection with the compromise or
collection thereof; and

      (g) as permitted by subsection 6.3(b).

            6.5 Limitation on Investments. Make any advance, loan, extension of
credit or capital contribution to, or purchase any stock, bonds, notes,
debentures or other securities of or any assets constituting a business unit of,
or make any other investment in, any Person (collectively, "Investments"),
except Permitted Investments.

            6.6 Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate (other
than any transaction permitted by the terms of this Agreement and any
transaction between the Borrower and its consolidated Subsidiaries) unless such
transaction is upon fair and reasonable terms.

            6.7 Limitation on Lines of Business. Enter into any business, either
directly or through any Subsidiary, except for businesses (a) in which the
Borrower and its Subsidiaries

                                CREDIT AGREEMENT


                                                                              45

are engaged on the date of this Agreement or (b) which, after giving effect to
such new business, would not result in a change in the primary business of the
Borrower and its Subsidiaries, taken as a whole, on the date hereof.

            6.8 Upstreaming. Permit any of its Domestic Subsidiaries to enter
into, create or assume or suffer to exist any indenture, agreement or other
contractual arrangement that prohibits any such Subsidiary from declaring or
paying dividends or other distributions on any class of stock or membership
interest of such Subsidiary other than restrictions existing on the date of this
Agreement contained in agreements or arrangements listed on Schedule 6.8 or
otherwise disclosed to the Lenders prior to such date (including restrictions in
any amendment or replacement of any such agreements or arrangements), and
restrictions in future agreements or arrangements substantially similar to such
restrictions, it being agreed that customary financial covenants and other
agreements affecting maintenance or retention of assets or capital by a
Subsidiary shall not be deemed to be restrictions limited by this Section 6.8.

                          SECTION 7. EVENTS OF DEFAULT

      If any of the following events shall occur and be continuing:

      (a) The Borrower shall fail to pay any principal of any Loan when due in
accordance with the terms hereof; or the Borrower shall fail to pay any interest
on any Loan, or any other amount payable hereunder (other than principal),
within five days after any such interest or other amount becomes due in
accordance with the terms hereof; or

      (b) Any representation or warranty made or deemed made by either Obligor
herein or in any other Loan Document or which is contained in any certificate
furnished by it at any time under or in connection with this Agreement shall
prove to have been incorrect in any material respect on or as of the date made
or deemed made; or

      (c) The Borrower shall default in the observance or performance of any
agreement contained in Section 6; or

      (d) Either Obligor shall default in the observance or performance of any
other term, covenant or agreement contained in this Agreement (other than as
provided in paragraphs (a) through (c) of this Section), and such default shall
continue unremedied for a period of 30 days after notice to the Borrower by the
Administrative Agent or the Required Lenders; or

      (e) The Borrower or any of its Subsidiaries shall (i) default in any
payment of principal of or interest on any Indebtedness (other than the Loans)
in excess of $35,000,000 in the aggregate, beyond the period of grace (not to
exceed 30 days), if any, provided in the instrument or agreement under which
such Indebtedness was created, or (ii) fail to observe or perform any other
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which failure or other event
or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity (provided that failure to observe or perform any
such agreement or condition referred to in this clause (ii) shall not be deemed
to be an Event of Default until the grace period provided for in

                                CREDIT AGREEMENT


                                                                              46

such instrument or agreement with respect to such agreement or condition has
elapsed or, if no grace period is specified, such failure has continued for five
Business Days; and provided further that failure by the Borrower to observe or
perform any covenant relating to minimum Consolidated Net Worth of the Borrower
set forth in either (i) its Guaranty dated as of August 4, 2004 in favor of the
holders of the 6.67% Subordinated Notes due June 30, 2008 issued by
International or (ii) its Guarantee dated as of August 31, 1999, as amended on
November 23, 2004, in favor of the holders of the 7.36% Series A Senior Secured
Notes due September 1, 2009 issued by MCI O'Fallon 1999 Trust shall not be
deemed to be an Event of Default (without prejudice however to any rights and
remedies of the Lenders arising from any failure by the Borrower to observe or
perform the covenant set forth in Section 6.1)); or

      (f) (i) The Borrower or any of its Material Subsidiaries shall commence
any case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the
Borrower or any of its Material Subsidiaries shall make a general assignment for
the benefit of its creditors; or (ii) there shall be commenced against the
Borrower or any of its Material Subsidiaries any case, proceeding or other
action of a nature referred to in clause (i) above which (A) results in the
entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of 90 days; or (iii)
there shall be commenced against the Borrower or any of its Material
Subsidiaries any case, proceeding or other action seeking issuance of a warrant
of attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any
such relief which shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or (iv) the Borrower or
any of its Material Subsidiaries shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any of its
Material Subsidiaries shall generally not, or shall be unable to, or shall admit
in writing its inability to, pay its debts as they become due; or

      (g) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Single Employer Plan, (ii) any "accumulated funding deficiency" (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to any
Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any
Obligor, (iii) a Reportable Event shall occur with respect to, or proceedings
shall commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is likely to result in
the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Obligor
or any Commonly Controlled Entity shall incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other event or condition shall occur or exist with respect to a Plan;
and in each case in clauses (i) through (vi) above, such event or condition,
together with all other such events or conditions, if any, could reasonably be
expected to have a Material Adverse Effect; or

                                CREDIT AGREEMENT


                                                                              47

      (h) One or more judgments or decrees shall be entered against the Borrower
or any of its Subsidiaries involving a liability (to the extent not paid or
fully covered by insurance) of $35,000,000 or more in the aggregate for all such
judgments and decrees, and all such judgments or decrees shall not have been
vacated, discharged, satisfied, stayed or bonded pending appeal within 90 days
from the entry thereof; or

      (i) Any Person or "group" (within the meaning of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended) (i) shall have acquired
beneficial ownership of 35% or more of any outstanding class of Capital Stock
having ordinary voting power in the election of directors of the Borrower or
(ii) shall obtain the power (whether or not exercised) to elect a majority of
the Borrower's directors; or the Borrower shall cease to own, beneficially and
of record, the sole Class B membership interest in International or shall cease
to have power to elect a majority of International's directors;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the Notes shall immediately become due and payable, and
(B) if such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Commitments to
be terminated forthwith, whereupon the Commitments shall immediately terminate;
and (ii) with the consent of the Required Lenders, the Administrative Agent may,
or upon the request of the Required Lenders, the Administrative Agent shall, by
notice to the Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the Notes to be
due and payable forthwith, whereupon the same shall immediately become due and
payable. Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

                       SECTION 8. THE ADMINISTRATIVE AGENT

            8.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

            8.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.

                                CREDIT AGREEMENT


                                                                              48

The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

            8.3 Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Loan
Document (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by either Obligor or
any officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document or for any failure of either Obligor to perform its obligations
hereunder or thereunder. The Administrative Agent shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of either Obligor or any of its Subsidiaries.

            8.4 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any Note,
writing, resolution, notice, consent, certificate, affidavit, letter, telecopy,
or teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to either Obligor), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or such other
Lenders as may be required hereunder) as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Loan Documents in accordance with a request of the Required Lenders (or
such other Lenders as may be required hereunder), and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Loans.

            8.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
(other than an Event of Default consisting of failure of the Borrower to pay
when due any principal of or interest on a Loan) hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders; provided that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but

                                CREDIT AGREEMENT


                                                                              49

shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in
the best interests of the Lenders.

            8.6 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower or any of its Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Obligors and made its
own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
the Loan Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Obligors or any of their Subsidiaries.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
either Obligor or any of their Subsidiaries which may come into the possession
of the Administrative Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

            8.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against the Administrative Agent in any
way relating to or arising out of, the Commitments, this Agreement, (including,
without limitation, enforcement of the Administrative Agent's rights under this
Section) any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's gross negligence or willful
misconduct. The agreements in this Section shall survive the payment of the
Loans and all other amounts payable hereunder.

            8.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Obligors as though the
Administrative Agent were not the Administrative Agent hereunder and under the
other Loan Documents. With respect to the Loans made by it, the Administrative
Agent shall have the same rights and powers under this

                                CREDIT AGREEMENT


                                                                              50

Agreement and the other Loan Documents as any Lender and may exercise the same
as though it were not the Administrative Agent, and the terms "Lender" and
"Lenders" shall include the Administrative Agent in its individual capacity.

            8.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Lenders, and the
Administrative Agent may be removed at any time with or without cause by the
Required Lenders. Upon any such resignation or removal, the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent (provided that it shall have been approved by the Borrower (such
approval not to be unreasonably withheld)), shall succeed to the rights, powers
and duties of the Administrative Agent hereunder. Effective upon such
appointment and approval, the term "Administrative Agent" shall mean such
successor agent, and the former Administrative Agent's rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. After any retiring Administrative
Agent's resignation or removal as Administrative Agent, the provisions of this
Section 8 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement and the other
Loan Documents.

            8.10 Substitute Administrative Agent. If at any time Citibank or the
Borrower reasonably determines that Citibank is prevented from carrying out its
functions as Administrative Agent hereunder as contemplated hereby, Citibank or
the Borrower, as the case may be, shall forthwith so notify the Borrower or
Citibank, as the case may be, and the Backup Agent (and Citibank shall promptly
so notify the Lenders), and the Backup Agent shall thereupon automatically
assume and perform all of the functions of the Administrative Agent and shall be
entitled to all of the rights and benefits of the Administrative Agent
hereunder, until and only until such time as Citibank and the Borrower
determine, and notify the Backup Agent (which shall promptly notify the Lenders)
that Citibank is no longer prevented from carrying out its functions as
Administrative Agent hereunder as contemplated hereby, whereupon Citibank shall
automatically resume and perform all of the functions of the Administrative
Agent hereunder. Each Lender agrees to the foregoing and authorizes the Backup
Agent to assume and perform the functions of the Administrative Agent under the
circumstances set forth above.

            8.11 Arrangers, Etc. The parties designated on the cover page hereof
as "Sole Lead Arranger and Sole Book Manager", "Co-Arranger" and "Co-Syndication
Agents" shall have, in their capacities as such, no responsibilities or
liabilities under or in connection with this Agreement.

                              SECTION 9. GUARANTEE

      The Guarantor agrees, to induce the other parties to enter into this
Agreement and for other valuable consideration, receipt of which is hereby
acknowledged as follows:

      (a) Guarantee. The Guarantor hereby guarantees to the Lenders and the
Administrative Agent the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the principal of and interest on the
Loans and the Notes and all other amounts

                                CREDIT AGREEMENT


                                                                              51

whatsoever now or hereafter payable or becoming payable by the Borrower under
the Loan Documents, in each case strictly in accordance with the terms thereof
(collectively, the "Guaranteed Obligations"). The Guarantor hereby further
agrees that if the Borrower shall fail to pay in full when due (whether at
stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, the Guarantor will promptly pay the same, without any demand or
notice whatsoever, and that in the case of any extension of time of payment or
renewal of any of the Guaranteed Obligations, the same will be promptly paid in
full when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal. This subsection 9(a) is
a continuing guaranty and is a guaranty of payment and is not merely a guaranty
of collection and shall apply to all Guaranteed Obligations whenever arising.

      (b) Acknowledgments, Waivers and Consents. The Guarantor agrees that its
obligations under clause (a) above shall, to the fullest extent permitted by
applicable law, be primary, absolute, irrevocable and unconditional under any
and all circumstances and that the guaranty therein is made with respect to any
Guaranteed Obligations now existing or in the future arising. Without limiting
the foregoing, the Guarantor agrees that:

            (i) The occurrence of any one or more of the following shall not
      affect the enforceability or effectiveness of this Section 9 in accordance
      with its terms or affect, limit, reduce, discharge or terminate the
      liability of the Guarantor, or the rights, remedies, powers and privileges
      of the Administrative Agent or any Lender, under this subection 9(b):

                  (A) any modification or amendment (including without
            limitation by way of amendment, extension, renewal or waiver), or
            any acceleration or other change in the time for payment or
            performance of the terms of all or any part of the Guaranteed
            Obligations or any Loan Document, or any other agreement or
            instrument whatsoever relating thereto, or any modification of the
            Commitments;

                  (B) any release, termination, waiver, abandonment, lapse or
            expiration, subordination or enforcement of the liability of any
            other guarantee of all or any part of the Guaranteed Obligations;

                  (C) any application of the proceeds of any other guarantee
            (including without limitation the obligations of any other guarantor
            of all or any part of the Guaranteed Obligations) to all or any part
            of the Guaranteed Obligations in any such manner and to such extent
            as the Administrative Agent may determine;

                  (D) any release of any other Person (including without
            limitation any other guarantor with respect to all or any part of
            the Guaranteed Obligations) from any personal liability with respect
            to all or any part of the Guaranteed Obligations;

                  (E) any settlement, compromise, release, liquidation or
            enforcement, upon such terms and in such manner as the
            Administrative Agent may determine or as applicable law may dictate,
            of all or any part of the Guaranteed Obligations or any other
            guarantee of (including without limitation any letter of credit
            issued with respect to) all or any part of the Guaranteed
            Obligations;

                                CREDIT AGREEMENT


                                                                              52

                  (F) the giving of any consent to the merger or consolidation
            of, the sale of substantial assets by, or other restructuring or
            termination of the corporate existence of the Borrower or any other
            Person or any disposition of any shares of the Guarantor;

                  (G) any proceeding against the Borrower or any other guarantor
            of all or any part of the Guaranteed Obligations or any collateral
            provided by any other Person or the exercise of any rights,
            remedies, powers and privileges of the Administrative Agent and the
            Lenders under the Loan Documents or otherwise in such order and such
            manner as the Administrative Agent may determine, regardless of
            whether the Administrative Agent or the Lenders shall have proceeded
            against or exhausted any collateral, right, remedy, power or
            privilege before proceeding to call upon or otherwise enforce this
            Section 9;

                  (H) the entering into such other transactions or business
            dealings with the Borrower, any Subsidiary or Affiliate of the
            Borrower or any other guarantor of all or any part of the Guaranteed
            Obligations as the Administrative Agent or any Lender may desire; or

                  (I) all or any combination of any of the actions set forth in
            this subsection 9(b)(i).

            (ii) The enforceability and effectiveness of this Section 9 and the
      liability of the Guarantor, and the rights, remedies, powers and
      privileges of the Administrative Agent and the Lenders under this Section
      9 shall not be affected, limited, reduced, discharged or terminated, and
      the Guarantor hereby expressly waives to the fullest extent permitted by
      law any defense now or in the future arising, by reason of:

                  (A) the illegality, invalidity or unenforceability of all or
            any part of the Guaranteed Obligations, any Loan Document or any
            other agreement or instrument whatsoever relating to all or any part
            of the Guaranteed Obligations;

                  (B) any disability or other defense with respect to all or any
            part of the Guaranteed Obligations, including the effect of any
            statute of limitations that may bar the enforcement of all or any
            part of the Guaranteed Obligations or the obligations of any such
            other guarantor;

                  (C) the illegality, invalidity or unenforceability of any
            security for or other guarantee (including without limitation any
            letter of credit) of all or any part of the Guaranteed Obligations
            or the lack of perfection or continuing perfection or failure of the
            priority of any Lien on any collateral for all or any part of the
            Guaranteed Obligations;

                  (D) the cessation, for any cause whatsoever, of the liability
            of the Borrower or any other guarantor with respect to all or any
            part of the Guaranteed Obligations (other than, subject to
            subsection 9(c), by reason of the full payment of all Guaranteed
            Obligations);

                                CREDIT AGREEMENT


                                                                              53

                  (E) any failure of the Administrative Agent or any Lender to
            marshal assets in favor of the Borrower or any other Person
            (including any other guarantor of all or any part of the Guaranteed
            Obligations), to exhaust any collateral for all or any part of the
            Guaranteed Obligations, to pursue or exhaust any right, remedy,
            power or privilege it may have against the Borrower or any other
            guarantor of all or any part of the Guaranteed Obligations or any
            other Person or to take any action whatsoever to mitigate or reduce
            such or any other Person's liability, the Administrative Agent and
            the Lenders being under no obligation to take any such action
            notwithstanding the fact that all or any part of the Guaranteed
            Obligations may be due and payable and that the Borrower may be in
            default of its obligations under any Loan Document;

                  (F) any counterclaim, set-off or other claim which the
            Borrower or any other guarantor of all or any part of the Guaranteed
            Obligations has or claims with respect to all or any part of the
            Guaranteed Obligations;

                  (G) any failure of the Administrative Agent or any Lender or
            any other Person to file or enforce a claim in any bankruptcy or
            other proceeding with respect to any Person;

                  (H) any bankruptcy, insolvency, reorganization, winding-up or
            adjustment of debts, or appointment of a custodian, liquidator or
            the like of it, or similar proceedings commenced by or against any
            Person, including any discharge of, or bar or stay against
            collecting, all or any part of the Guaranteed Obligations (or any
            interest on all or any part of the Guaranteed Obligations) in or as
            a result of any such proceeding;

                  (I) any action taken by the Administrative Agent or any Lender
            that is authorized by this subsection 9(b) or otherwise in this
            Section 9 or by any other provision of any Loan Document or any
            omission to take any such action; or

                  (J) any other circumstance whatsoever that might otherwise
            constitute a legal or equitable discharge or defense of a surety or
            guarantor.

            (iii) To the fullest extent permitted by law, the Guarantor
      expressly waives, for the benefit of the Administrative Agent and the
      Lenders, all diligence, presentment, demand for payment or performance,
      notices of nonpayment or nonperformance, protest, notices of protest,
      notices of dishonor and all other notices or demands of any kind or nature
      whatsoever, and any requirement that the Administrative Agent or any
      Lender exhaust any right, power or remedy or proceed against the Borrower
      under any Loan Document or other agreement or instrument referred to
      herein or therein, or against any other Person under any other guarantee
      of, or security for, any of the Guaranteed Obligations, and all notices of
      acceptance of this Section 9 or of the existence, creation, incurring or
      assumption of new or additional Guaranteed Obligations.

      (c) Reinstatement. The obligations of the Guarantor under this Section 9
shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of the Borrower in respect of the Guaranteed Obligations
is rescinded or must otherwise be restored

                                CREDIT AGREEMENT


                                                                              54

by any holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise.

      (d) Subrogation. The Guarantor hereby agrees that, until the final payment
in full of all Guaranteed Obligations and the expiration or termination of the
Commitments under this Agreement, it shall not exercise any right or remedy
arising by reason of any performance by it of its guarantee in subsection 9(a),
whether by subrogation, reimbursement, contribution or otherwise, against the
Borrower or any other guarantor of any of the Guaranteed Obligations or any
security for any of the Guaranteed Obligations.

      (e) Remedies. The Guarantor agrees that, as between the Guarantor and the
Administrative Agent and the Lenders, the obligations of the Borrower under this
Agreement, the Notes or any other Loan Documents may be declared to be forthwith
due and payable as provided in Section 7 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section 7)
for purposes of subsection 9(a), notwithstanding any stay, injunction or other
prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against the Borrower and that, in the event of
such declaration (or such obligations being deemed to have become automatically
due and payable), such obligations (whether or not due and payable by the
Borrower) shall forthwith become due and payable by such Guarantor for purposes
of said subsection 9(a).

      (f) Payments. All payments by the Guarantor under this Section 9 shall be
made in Dollars, without deduction, set-off or counterclaim at the place
specified in Section 2.19 and free and clear of any and all present and future
Non-Excluded Taxes.

      (g) Solvency. The Guarantor represents and warrants to the Administrative
Agent and the Lenders that after giving effect to each borrowing hereunder it
will be Solvent.

                            SECTION 10. MISCELLANEOUS

            10.1 Amendments and Waivers. Neither this Agreement nor any other
Loan Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section. The Required
Lenders may, or, with the written consent of the Required Lenders, the
Administrative Agent may, from time to time, (a) enter into with the Borrower
and the Guarantor written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Borrower or the Guarantor hereunder or thereunder or (b)
waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) reduce the amount or
extend the scheduled date of maturity of any Loan (provided, that for the
purposes of this clause (i) the making of the Term Loans shall not be considered
an extension of the scheduled date of maturity), or reduce the stated rate of
any interest or fee payable hereunder or extend the scheduled date of any
payment thereof or increase the amount or extend the expiration date of any
Lender's Commitment, in each case without the written consent of each Lender
affected thereby, or (ii) reduce the voting rights of any Lender under this
Section or amend, modify or

                                CREDIT AGREEMENT


                                                                              55

waive subsection 10.6(a) or reduce the percentage specified in the definition of
Required Lenders, or consent to the assignment or transfer by any Obligor of any
of its rights and obligations under this Agreement and the other Loan Documents,
in each case without the written consent of all the Lenders, or (iii) release
the obligations of the Guarantor under subsection 9(a) without the written
consent of all the Lenders, or (iv) amend, modify or waive any provision of
Section 8 without the written consent of the then Administrative Agent. Any such
waiver and any such amendment, supplement or modification shall apply equally to
each of the Lenders and shall be binding upon the Borrower, the Guarantor, the
Lenders, the Administrative Agent and all future holders of the Loans. In the
case of any waiver, the Borrower, the Guarantor, the Lenders and the
Administrative Agent shall be restored to their former positions and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereon.

            10.2 Notices. (a) All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (i) in the case of delivery by hand,
when delivered, (ii) in the case of delivery by mail, three Business Days after
being deposited in the mails, certified or registered postage prepaid, or (iii)
in the case of delivery by facsimile transmission, when sent and receipt has
been confirmed, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in an Administrative Questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

      Borrower:              MasterCard Incorporated
                             2000 Purchase Street
                             Purchase, New York 10577-2509
                             Attention: Andrea Robertson, Treasurer
                             Fax: 914-249-4205
                             Telephone: 914-249-5994

      Guarantor:             MasterCard International Incorporated
                             2000 Purchase Street
                             Purchase, New York 10577-2509
                             Attention: Andrea Robertson, Senior Vice President,
                                Treasurer
                             Fax: 914-249-4205
                             Telephone: 914-249-5994

      The Administrative
      Agent or the
      Swing Line Lender:     Citibank, N.A.
                             2 Penns Way, Suite 200
                             New Castle, Delaware  19720
                             Attention: Jonathan Lavinier
                             Fax: 212-994-0961
                             Telephone: 302-894-6065

                                CREDIT AGREEMENT


                                                                              56

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to Section 2.2, 2.4, 2.6, 2.8, 2.9, 2.11, 2.19 or 2.20
shall not be effective until received.

      (b) Each Obligor hereby agrees that it will provide to the Administrative
Agent all information, documents and other materials that it is obligated to
furnish to the Administrative Agent pursuant to the Loan Documents, including,
without limitation, all notices, requests, financial statements, financial and
other reports, certificates and other information materials, but excluding any
such communication that (i) requests, or converts or continues under Section 2.9
hereof, a borrowing or relates to the payment of any principal or other amount
due under this Agreement prior to the scheduled date therefor, (ii) provides
notice of any Default or Event of Default under this Agreement, (iii) is
required to be delivered to satisfy any condition precedent to the occurrence of
the Closing Date and/or any borrowing, or (iv) initiates or responds to legal
process (all such non-excluded communications being referred to herein
collectively as "Communications"), by transmitting the Communications in an
electronic/soft medium in a format acceptable to the Administrative Agent to
oploanswebadmin@citigroup.com. In addition, each Obligor agrees to continue to
provide the Communications to the Administrative Agent in the manner specified
in the Loan Documents but only to the extent requested by the Administrative
Agent.

      (c) Each Obligor further agrees that the Administrative Agent may make the
Communications available to the Lenders by posting the Communications on
Intralinks or a substantially similar electronic transmission system (the
"Platform"). THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT
PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL
THE Administrative Agent OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, THE "AGENT PARTIES") HAVE ANY LIABILITY TO ANY Obligor, ANY
Lender OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, including, without
limitation, direct or indirect, special, incidental or consequential damages,
losses or expenses (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF SUCH
Obligor'S OR THE Administrative Agent'S TRANSMISSION OF COMMUNICATIONS THROUGH
THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN
A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE
RESULTED PRIMARILY FROM SUCH AGENT PARTY'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.

      (d) The Administrative Agent agrees that the receipt of the Communications
by the Administrative Agent at its e-mail address set forth above shall
constitute effective delivery of the Communications to the Administrative Agent
for purposes of the Loan Documents. Each Lender agrees that notice to it (as
provided in the next sentence) specifying that the

                                CREDIT AGREEMENT


                                                                              57

Communications have been posted to the Platform shall constitute effective
delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender agrees (i) to provide to the Administrative Agent in
writing (including by electronic communication), promptly after the date of this
Agreement, an e-mail address to which the foregoing notice may be sent by
electronic transmission and (ii) that the foregoing notice may be sent to such
e-mail address.

      (e) Nothing herein shall prejudice the right of the Administrative Agent
or any Lender to give any notice or other communication pursuant to any Loan
Document in any other manner specified in such Loan Document.

            10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

            10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans hereunder.

            10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse the Administrative Agent for all reasonable fees, charges and
disbursements of counsel incurred in connection with this Agreement and the
other Loan Documents or the amendment, modification or waiver thereof and all
reasonable and documented out-of-pocket expenses of the Administrative Agent
incurred in connection with any amendment, modification or waiver with respect
to this Agreement and the other Loan Documents, (b) to pay or reimburse each
Lender and the Administrative Agent for all its costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement (including, without limitation, this Section), the other Loan
Documents and any such other documents, including, without limitation, the
reasonable fees and disbursements of counsel (including, without limitation, the
non-duplicative documented allocated cost of in-house counsel) to each Lender
and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold
harmless each Lender, the Administrative Agent, their respective affiliates and
their respective officers, directors, employees, agents and advisors (each, an
"Indemnitee") from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, which may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold harmless each Indemnitee from and against any and
all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (including, without limitation, reasonable legal fees) with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement (including, without limitation, this Section), the other Loan
Documents and any such other documents, including, without limitation, any
investigative,

                                CREDIT AGREEMENT


                                                                              58

administrative or judicial proceeding relating to the foregoing or any of the
foregoing relating to any actual or proposed use of proceeds of the Loans or the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of either Obligor, any of their Subsidiaries or any
of the Properties or arising out of the Commitments (all the foregoing in this
clause (d), collectively, the "indemnified liabilities"), provided that the
Borrower shall have no obligation hereunder to any Indemnitee with respect to
indemnified liabilities arising from the gross negligence or willful misconduct
of such Indemnitee. The Borrower waives, to the maximum extent not prohibited by
law, any right it may have to claim or recover in any legal action or proceeding
referred to in this Section any special, indirect, punitive or consequential
damages. The agreements in this Section shall survive repayment of the Loans and
all other amounts payable hereunder.

            10.6 Successors and Assigns; Participations and Assignments.

      (a) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that neither
Obligor may assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of each Lender.

      (b) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any Loan
owing to such Lender, any Commitment or Swing Line Commitment of such Lender or
any other interest of such Lender hereunder and under the other Loan Documents.
In the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other parties
to this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement pursuant to which such Participants participating interest shall be
created or otherwise, any right to vote on, consent to or approve any matter
relating to this Agreement or any other Loan Document except for those specified
in clauses (i), (ii) and (iii) of the proviso to Section 10.1. The Borrower
agrees that if amounts outstanding under this Agreement are due or unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall, to the maximum extent
permitted by applicable law, be deemed to have the right of set-off in respect
of its participating interest in amounts owing under this Agreement to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under this Agreement, provided that, in purchasing such
participating interest, such Participant shall be deemed to have agreed to share
with the Lenders the proceeds thereof as provided in subsection 10.7(a) as fully
as if it were a Lender hereunder. The Borrower also agrees that each Participant
shall be entitled to the benefits of Sections 2.19, 2.20, 2.22 and 2.23 with
respect to its participation in the Commitments, Swing Line Commitments and the
Loans outstanding from time to time as if it was a Lender; provided that, in the
case of Section 2.23, such Participant shall have complied with the requirements
of said Section and provided, further, that no Participant shall be entitled to
receive any greater amount pursuant to any such Section than the transferor
Lender would have been entitled to receive in respect of the amount of the

                                CREDIT AGREEMENT


                                                                              59

participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

      (c) Subject to the provisions of subsection 10.6(d) relating to the
assignment of CAF Advances, any Lender may, in the ordinary course of its
commercial banking business and in accordance with applicable law, at any time
and from time to time assign to one or more banks or other financial
institutions, including a finance company or fund (whether a corporation,
partnership or other entity) which is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business, and having
total assets in excess of $500,000,000, (such bank or financial institution, an
"Assignee") all or any part of its rights and obligations under this Agreement
and the other Loan Documents; provided, however, that

            (i) except in the case of an assignment (A) to a Lender or subject
      to giving prior written notice thereof to the Borrower and the
      Administrative Agent, an Affiliate of a Lender which is a bank or
      financial institution or (B) of CAF Advances, each of the Administrative
      Agent and (except when a Default or Event of Default shall have occurred
      and be continuing) the Borrower must give its consent to such assignment
      (which in each case shall not be unreasonably withheld or delayed);

            (ii) the Swing Line Lender may not transfer any portion of the Swing
      Line Commitment without the consent of the Borrower (such consent not to
      be unreasonably withheld or delayed);

            (iii) in the case of any assignment to any Assignee that is not a
      Lender or an Affiliate thereof, the sum of the aggregate principal amount
      of the Loans and the aggregate amount of the Commitments and Swing Line
      Commitments being assigned and, if such assignment is of less than all of
      the rights and obligations of the assigning Lender, the sum of the
      aggregate principal amount of the Loans and the aggregate amount of the
      Commitments and Swing Line Commitments remaining with the assigning Lender
      are each not less than $5,000,000 (or such lesser amount as may be agreed
      to by the Borrower and the Administrative Agent); and

      (iv) such assignment shall be evidenced by an Assignment and Acceptance,
substantially in the form of Exhibit H, executed by such Assignee, such
assigning Lender (and, in the case of an Assignee that is not then a Lender or
an Affiliate thereof, by the Borrower and the Administrative Agent) and
delivered to the Administrative Agent for its acceptance and recording in the
Register.

Upon such execution, delivery, acceptance and recording, from and after the
effective date determined pursuant to such Assignment and Acceptance, (x) the
Assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Commitment or Swing Line Commitment as set forth therein, and (y) the
assigning Lender thereunder shall, to the extent provided in such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement such assigning
Lender shall cease to be a party hereto). Notwithstanding any provision of this
paragraph (c) and paragraph (f) of this Section, the consent of the Borrower
shall not be required, and, unless requested by the Assignee and/or the
assigning Lender, new Notes shall not be required to be executed and delivered
by the Borrower,

                                CREDIT AGREEMENT


                                                                              60

for any assignment which occurs at any time when any of the events described in
Section 7(f) shall have occurred and be continuing.

      (d) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time and from time to
time assign to one or more banks, financial institutions or other entities ("CAF
Advance Assignees") any CAF Advance owing to such Lender, pursuant to a CAF
Advance Assignment, substantially in the form of Exhibit D-4 attached hereto,
executed by the assignor Lender and the CAF Advance Assignee. Upon such
execution, from and after the date of such CAF Advance Assignment, the CAF
Advance Assignee shall, to the extent of the assignment provided for in such CAF
Advance Assignment, be deemed to have the same rights and benefits of payment
and enforcement with respect to such CAF Advance and the same rights of set-off
and obligation to share pursuant to Section 10.7 as it would have had if it were
a Lender hereunder; provided that unless such CAF Advance Assignment shall
otherwise specify and a copy of such CAF Advance Assignment shall have been
delivered to the Administrative Agent for its acceptance and recording in the
Register in accordance with subsection 10.6(e), the assignor thereunder shall
act as collection agent for the CAF Advance Assignee thereunder, and the
Administrative Agent shall pay all amounts received from the Borrower which are
allocable to the assigned CAF Advance directly to such assignor without any
further liability to such CAF Advance Assignee. A CAF Advance Assignee under a
CAF Advance Assignment shall not, by virtue of such CAF Advance Assignment,
become a party to this Agreement or have any rights to consent to or refrain
from consenting to any amendment, waiver or other modification of any provision
of this Agreement or any related document; provided that (x) the assignor under
such CAF Advance Assignment and such CAF Advance Assignee may, in their
discretion, agree between themselves upon the manner in which such assignor will
exercise its rights under this Agreement and any related document except no
Lender shall sell any CAF Advance pursuant to which the CAF Advance Assignee
shall have rights to approve any amendment or waiver to this Agreement except to
the extent such amendment or waiver would (i) reduce the principal amount of any
CAF Advance which has been assigned to such CAF Advance Assignee, (ii) reduce
the rate of interest on any such CAF Advance or any fees payable in connection
with such CAF Advance or (iii) extend the time of payment of principal or, or
interest on, any such CAF Advance or any other amount owing under this Agreement
and in connection with such CAF Advance, and (y) if a copy of such CAF Advance
Assignment shall have been delivered to the Administrative Agent for its
acceptance and recording in the Register in accordance with subsection 10.6(e),
neither the principal amount of, the interest rate on, nor the maturity date of,
any CAF Advance assigned to such CAF Advance Assignee thereunder will be
modified without the written consent of such CAF Advance Assignee. If a CAF
Advance Assignee has caused a CAF Advance Assignment to be recorded in the
Register in accordance with subsection 10.6(e), such CAF Advance Assignee may
thereafter, in the ordinary course of its business and in accordance with
applicable law, assign the CAF Advance assigned to it to any Lender, to any
affiliate or subsidiary of such CAF Advance Assignee or to any other financial
institution with the consent of the Borrower (which shall not be unreasonably
withheld), and the foregoing provisions of this paragraph (c) shall apply,
mutatis mutandis, to any such assignment by a CAF Advance Assignee. Except in
accordance with the preceding sentence, CAF Advances may not be further assigned
by a CAF Advance Assignee, subject to any legal or regulatory requirement that
the CAF Advance Assignee's assets must remain under its control.

      (e) The Administrative Agent, on behalf of the Borrower, shall maintain at
the address of the Administrative Agent referred to in Section 10.2 a copy of
each Assignment and Acceptance

                                CREDIT AGREEMENT


                                                                              61

delivered to it and a register (the "Register") for the recordation of the names
and addresses of the Lenders and the Commitment of, and principal amount of the
Loans owing to, each Lender from time to time. The entries in the Register shall
be conclusive, in the absence of manifest error, and the Borrower, the
Administrative Agent and the Lenders may (and, in the case of any Loan or other
obligation hereunder not evidenced by a Note, shall) treat each Person whose
name is recorded in the Register as the owner of a Loan or other obligation
hereunder as the owner thereof for all purposes of this Agreement and the other
Loan Documents, notwithstanding any notice to the contrary. Any assignment of
any Loan or other obligation hereunder not evidenced by a Note shall be
effective only upon appropriate entries with respect thereto being made in the
Register. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

      (f) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof, by the Borrower and the Administrative
Agent) together with payment to the Administrative Agent of a registration and
processing fee of $3,500 and (if the Assignee is not a Lender) delivery to the
Administrative Agent of such Assignee's Administrative Questionnaire, the
Administrative Agent shall (i) promptly accept such Assignment and Acceptance
and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register and give notice of such acceptance
and recordation to the Lenders and the Borrower.

      (g) The Borrower authorizes each Lender to disclose to any Participant or
Assignee (each, a "Transferee") and any prospective Transferee any and all
financial information in such Lender's possession concerning the Borrower and
its Subsidiaries and Affiliates which has been delivered to such Lender by or on
behalf of the Borrower or any of its Subsidiaries pursuant to this Agreement or
which has been delivered to such Lender by or on behalf of the Borrower or any
of its Subsidiaries in connection with such Lender's credit evaluation of the
Borrower and its Subsidiaries and Affiliates prior to becoming a party to this
Agreement.

      (h) For avoidance of doubt, the parties to this Agreement acknowledge that
the provisions of this Section concerning assignments of Loans and Notes relate
only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law.

            10.7 Adjustments; Set-off. (a) If any Lender (a "benefitted Lender")
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loans, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loan, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

                                CREDIT AGREEMENT


                                                                              62

      (b) In addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without prior notice to either Obligor, any
such notice being expressly waived by each of them to the extent permitted by
applicable law, upon any amount becoming due and payable by either Obligor
hereunder (whether at stated maturity, by acceleration or otherwise) to set off
and appropriate and apply against such amount any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or the
account of such Obligor; provided that no such set-off and application may be
made against deposits in the accounts listed on Schedule 10.7(b) attached
hereto. Each Lender agrees promptly to notify such Obligor and the
Administrative Agent after any such set-off and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of
such set-off and application.

            10.8 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with International and the
Administrative Agent.

            10.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            10.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Obligors, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.

            10.11 Termination of Commitments and Swing Line Commitments. The
Commitments and Swing Line Commitments shall terminate if the conditions to
closing set forth in Section 4.1 (subject to Section 4.3) shall not be satisfied
on or before June 30, 2005.

            10.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            10.13 Submission To Jurisdiction; Waivers. Each Obligor hereby
irrevocably and unconditionally:

      (a) submits for itself and its property in any legal action or proceeding
relating to this Agreement and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of New York, the
courts of the United States for the Southern District of New York, and appellate
courts from any thereof;

                                CREDIT AGREEMENT


                                                                              63

      (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

      (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to it at its address set
forth in Section 10.2 or at such other address of which the Administrative Agent
shall have been notified pursuant thereto;

      (d) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in
any other jurisdiction; and

      (e) waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this
Section any special, indirect, punitive or consequential damages.

            10.14 Acknowledgements. Each Obligor hereby acknowledges that:

      (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;

      (b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to it arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between
Administrative Agent and Lenders, on one hand, and the Obligors, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor;
and

      (c) no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Obligors and the Lenders.

            10.15 WAIVERS OF JURY TRIAL. EACH OBLIGOR, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

            10.16 Confidentiality. Neither the Administrative Agent nor any
Lender shall disclose any Confidential Information to any Person without the
consent of the Borrower, other than (a) to the Administrative Agent's or such
Lender's Affiliates and their respective officers, directors, employees, agents
and advisors and, subject to the execution of an agreement for the benefit of
the Borrower to comply with the provisions of this Section, to actual or
prospective assignees and participants, (b) to the extent required by any
applicable law, rule or regulation or judicial process, (c) to any rating agency
when required by it, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder and (f) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking.

            10.17 USA PATRIOT Act. Each Lender hereby notifies each Obligor that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into

                                CREDIT AGREEMENT


                                                                              64

law October 26, 2001)) (the "Act"), it is required to obtain, verify and record
information that identifies each Obligor, which information includes the name
and address of such Obligor and other information that will allow such Lender to
identify each Obligor in accordance with the Act.

            10.18 Termination of Agreement. Upon termination of the Commitments,
the repayment in full of the principal of all Loans outstanding hereunder and
the payment in full of all accrued interest and fees and any other amounts then
due and payable hereunder, this Agreement shall terminate except for the
provisions which expressly survive the termination of this Agreement.

                                CREDIT AGREEMENT


                                                                              65

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                       MASTERCARD INCORPORATED

                                       By: /s/ Andrea Robertson
                                           ----------------------------------
                                            Name: Andrea Robertson
                                            Title: Treasurer

                                       MASTERCARD INTERNATIONAL INCORPORATED

                                       By: /s/ Andrea Robertson
                                           ----------------------------------
                                            Name: Andrea Robertson
                                            Title: Sr. VP, Treasurer

                                CREDIT AGREEMENT


                                                                              66

                                    CITIBANK, N.A.,
                                      as Administrative Agent and as Lender

                                    By: /s/ William G. Martens, III
                                        ---------------------------------------
                                         Name: William G. Martens, III
                                         Title: Managing Director

                                CREDIT AGREEMENT



                                                                              67

                                    JPMORGAN CHASE BANK, N.A.,
                                      as Backup Agent and as Lender

                                    By: /s/ Christine Herrick
                                        ---------------------------------------
                                        Name: Christine Herrick
                                        Title: Vice President

                                CREDIT AGREEMENT



                                                                              68

                                    LENDERS

                                    HSBC BANK (USA), N.A.

                                    By: /s/ Paul Lopez
                                        --------------------------------------
                                        Name: Paul Lopez
                                        Title: Senior Vice President

                                CREDIT AGREEMENT



                                                                              69

                        LLOYDS TSB BANK, PLC

                        By: /s/ James M. Rudd
                            ----------------------------------------------------
                            Name: James M. Rudd
                            Title: Vice President, Financial Institutions , USA

                        By: /s/ Michael J. Gilligan
                            ---------------------------------------------
                            Name: Michael J. Gilligan
                            Title: Director, Financial Institutions , USA

                                CREDIT AGREEMENT



                                                                              70

                                   GREENWICH CAPITAL MARKETS, INC., as agent for
                                   THE ROYAL BANK OF SCOTLAND PLC

                                   By: /s/ Diane Ferguson
                                       ----------------------------------------
                                       Name: Diane Ferguson
                                       Title: Managing Director

                                CREDIT AGREEMENT



                                                                              71

                                    COMMONWEALTH BANK OF AUSTRALIA

                                    By: /s/ Jeff Heazlewood
                                        -----------------------------------
                                        Name: Jeff Heazlewood
                                        Title: Relationship Executive

                                CREDIT AGREEMENT



                                                                              72

                                    HARRIS NESBITT FINANCING, INC.

                                    By: /s/ Stephen A. Maenhout
                                        ---------------------------------------
                                        Name: Stephen A. Maenhout
                                        Title: Vice President

                                CREDIT AGREEMENT



                                                                              73

                                    BAYERISCHE HYPO- UND VEREINSBANK AG

                                    By: /s/ Michael F. Davis
                                        ----------------------------------------
                                        Name: Michael F. Davis
                                        Title: Director

                                    By: /s/ William Orsini
                                        --------------------------------------
                                        Name: William Orsini
                                        Title: Managing Director

                                CREDIT AGREEMENT



                                                                              74

                                    DEUTSCHE BANK LUXEMBOURG S.A.

                                    By: /s/ C. Vandenbulcke
                                        ----------------------------------------
                                        Name: C. Vandenbulcke
                                        Title: Director

                                    By: /s/ Schneider
                                        ----------------------------------------
                                        Name: Schneider
                                        Title:

                                CREDIT AGREEMENT



                                                                              75

                                    ING BANK N.V.

                                    By: /s/ Wendy Hollinke
                                        ---------------------------------------
                                        Name: Wendy Hollinke
                                        Title: Manager/Associate

                                    By: /s/ C. Pattiyn
                                        ---------------------------------------
                                        Name: C. Pattiyn
                                        Title: Director

                                CREDIT AGREEMENT



                                                                              76

                                    MIZUHO CORPORATE BANK, LTD.

                                    By: /s/ ROBERT GALLAGHER
                                        -------------------------------------
                                        Name: ROBERT GALLAGHER
                                        Title: SENIOR VICE PRESIDENT

                                CREDIT AGREEMENT



                                                                              77

                                    ROYAL BANK OF CANADA

                                    By: /s/ KEN F. KLASSEN
                                        -------------------------------------
                                        Name: KEN F. KLASSEN
                                        Title: AUTHORIZED SIGNATORY

                                    By: _____________________________________
                                        Name:
                                        Title:

                                CREDIT AGREEMENT



                                                                              78

                                    SUMITOMO MITSUI BANKING CORPORATION

                                    By: /s/ YOSHIHIRO HYAKUTOME
                                        -------------------------------------
                                        Name: YOSHIHIRO HYAKUTOME
                                        Title: JOINT GENERAL MANAGER

                                CREDIT AGREEMENT



                                                                              79

                                    THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                    NEW YORK BRANCH

                                    By: /s/ JESSE A. REID, JR.
                                        -------------------------------------
                                        Name: JESSE A. REID, JR
                                        Title: AUTHORIZED SIGNATORY

                                CREDIT AGREEMENT



                                                                              80

                                    WESTPAC BANKING CORPORATION

                                    By: /s/ MICHAEL HAWKINS
                                        -------------------------------------
                                        Name: MICHAEL HAWKINS
                                        Title: VICE PRESIDENT

                                CREDIT AGREEMENT



                                                                              81

                                    FIFTH THIRD BANK

                                    By: /s/ DAVID MELIN
                                        --------------------------------------
                                        Name: DAVID MELIN
                                        Title: VICE PRESIDENT

                                CREDIT AGREEMENT



                                                                              82

                                    PNC BANK, NATIONAL ASSOCIATION

                                    By: /s/ MICHAEL NARDO
                                        -------------------------------------
                                        Name: MICHAEL NARDO
                                        Title: SENIOR VICE PRESIDENT

                                CREDIT AGREEMENT



                                                                              83

                                    US BANK

                                    By: /s/ M. SCOTT DONALDSON
                                        -------------------------------------
                                        Name: M. SCOTT DONALDSON
                                        Title: VICE PRESIDENT

                                CREDIT AGREEMENT



                                                                              84

                                    WELLS FARGO BANK, N.A.

                                    By: /s/ ROY ROBERTS
                                        -------------------------------------
                                        Name: ROY ROBERTS
                                        Title: VICE PRESIDENT

                                CREDIT AGREEMENT



                                                                              85

                                    BANCA INTESA SPA

                                    By: /s/ A. DI MAGGIO
                                        -------------------------------------
                                        Name: A. DI MAGGIO
                                        Title: VP

                                    By: /s/ P. PASTORINO
                                        -------------------------------------
                                        Name: P. PASTORINO
                                        Title: AVP

                                CREDIT AGREEMENT



                                                                              86

                                    BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

                                    By: /s/ HECTOR O. VILLEGAS
                                        -------------------------------------
                                        Name: HECTOR O. VILLEGAS
                                        Title: VICE PRESIDENT

                                    By: /s/ JUAN URQUIOLA
                                        -------------------------------------
                                        Name: JUAN URQUIOLA
                                        Title: SENIOR VICE PRESIDENT

                                CREDIT AGREEMENT



                                                                              87

                                    STANDARD CHARTERED BANK

                                    By: /s/ ESTHER WAHL
                                        -------------------------------------
                                        Name: ESTHER WAHL
                                        Title: VICE PRESIDENT

                                    By: /s/ ANDREW Y. NG
                                        -------------------------------------
                                        Name: ANDREW Y. NG
                                        Title: VICE PRESIDENT

                                CREDIT AGREEMENT



                                                                              88

                                    SUNTRUST BANK, INC.

                                    By: /s/ DAVID W. PENTER
                                        -------------------------------------
                                        Name: DAVID W. PENTER
                                        Title: MANAGING DIRECTOR

                                CREDIT AGREEMENT



                                                                              89

                                    E. SUN COMMERCIAL BANK, LTD.,
                                    LOS ANGELES BRANCH

                                    By: /s/ BENJAMIN LIN
                                        -------------------------------------
                                        Name: BENJAMIN LIN
                                        Title: EVP & GENERAL MANAGER

                                CREDIT AGREEMENT


                                                                 SCHEDULE 1.1(a)

                             MASTERCARD INCORPORATED
                              PERMITTED INVESTMENTS
                           CASH EQUIVALENTS @ 3/31/05

                                   [ATTACHED]



                                                                 SCHEDULE 1.1(b)

                             MASTERCARD INCORPORATED
                              PERMITTED INVESTMENTS
                MUNICIPAL BONDS AND EQUITY INVESTMENTS @ 3/31/05

                                   [ATTACHED]



                                                                    SCHEDULE 1.2

                                   COMMITMENTS



                   LENDER                               COMMITMENT
                   ------                               ----------
                                                  
Citibank, N.A.                                       $  220,000,000
HSBC Bank (USA), N.A.                                $  200,000,000
JPMorgan Chase Bank, N.A.                            $  200,000,000
Lloyds TSB Bank, plc                                 $  200,000,000
The Royal Bank of Scotland plc                       $  200,000,000
Commonwealth Bank of Australia                       $  150,000,000
Harris Nesbitt Financing, Inc.                       $  150,000,000
Bayerische Hypo- und Vereinsbank AG                  $  100,000,000
Deutsche Bank Luxembourg S.A.                        $   75,000,000
ING Bank N.V.                                        $   75,000,000
Mizuho Corporate Bank, Ltd.                          $   75,000,000
Royal Bank of Canada                                 $   75,000,000
Sumitomo Mitsui Banking Corporation                  $   75,000,000
The Bank of Tokyo-Mitsubishi, Ltd., New York Branch  $   75,000,000
Westpac Banking Corporation                          $   75,000,000
Fifth Third Bank                                     $   50,000,000
PNC Bank, National Association                       $   50,000,000
US Bank                                              $   50,000,000
Wells Fargo Bank, N.A.                               $   35,000,000
Banca Intesa SpA                                     $   25,000,000
Banco Bilbao Vizcaya Argentaria, S.A.                $   25,000,000
Standard Chartered Bank                              $   25,000,000
SunTrust Bank, Inc.                                  $   25,000,000
E. Sun Commercial Bank, Ltd., Los Angeles Branch     $   20,000,000
                                              TOTAL  $2,250,000,000




                                                                    SCHEDULE 3.1

                            MASTERCARD INTERNATIONAL
                            INTEREST RATE PROTECTION
                          INTEREST RATE SWAP @ 3/31/05

                                      NONE.

                            MASTERCARD INTERNATIONAL
                               CURRENCY PROTECTION
                          UNHEDGED POSITIONS @ 3/31/05

                                      NONE.



                                                                    SCHEDULE 3.6

                               MATERIAL LITIGATION

                                      None.



                                                                   SCHEDULE 3.15

                    MASTERCARD INCORPORATED AND SUBSIDIARIES



                  NAME                         INCORPORATED IN  PERCENT OWNED**
                  ----                         ---------------  -------------
                                                          
MasterCard Incorporated                           USA               NA

Cirrus Systems, LLC                               USA               100%

MasterCard Europe Sprl                            Belgium           100%
European Payment System Services S.A.             Belgium           100%
Euro Travellers Cheque International S.A.         Belgium           100%
Eurocard Limited                                  UK                100%
Eurocard U.S.A., Inc.                             USA               100%
MasterCard/Europay U.K. Limited                   UK                100%

Maestro International Incorporated                USA               100%
Maestro Asia/Pacific Ltd.                         USA               100%
Maestro Canada, Inc.                              USA               100%
Maestro Latin America, Inc.                       USA               100%
Maestro Middle East/Africa, Inc.                  USA               100%
Maestro U.S.A., Inc.                              USA               100%

MasterCard International Incorporated             USA               100%
MasterCard (India) Private Limited                India             100%
MasterCard Advisors, LLC                          USA               100%
MasterCard A/P Payment Services Inc.              USA               100%
MasterCard Asia/Pacific Pte. Ltd.                 Singapore         100%
MasterCard Asia/Pacific (Australia) Pty. Ltd.     Australia         100%
MasterCard Asia/Pacific (Hong Kong) Pte. Ltd.     Hong Kong         100%
MasterCard Australia Ltd.                         USA               100%
MasterCard Brasil S/C Ltda.                       Brazil            100%
MasterCard Brasil Solucoes de Pagamento Ltda.     Brazil            100%




                                                                
MasterCard Canada, Inc.                                  USA          100%
MasterCard Cardholder Solutions, Inc.                    USA          100%
MasterCard Chip Standards Holdings, Inc.                 USA          100%
MasterCard Colombia, Inc.                                USA          100%
MasterCard EMEA, Inc.                                    USA          100%
MasterCard Financing Solutions LLC                       USA          100%
MasterCard Foreign Sales Corporation                     Barbados     100%
MasterCard Global Holding LLC                            USA          100%
MasterCard Global Key Centre Limited                     UK           100%
MasterCard Global Promotions & Sponsorships Annex, Inc.  USA          100%
MasterCard Holding Incorporated                          USA          100%
MasterCard Hong Kong Ltd.                                USA          100%
MasterCard International Far East Ltd.                   USA          100%
MasterCard International Global Maatschap                Belgium      100%
MasterCard International Holding LLC                     USA          100%
MasterCard International Japan Inc.                      USA          100%
MasterCard International Korea Ltd.                      Korea        100%
MasterCard International Philippines, Inc.               USA          100%
MasterCard International Services, Inc.                  USA          100%
MasterCard International, LLC                            USA          100%
MasterCard Korea Ltd.                                    USA          100%
MasterCard Mercosur, Inc.                                USA          100%
MASTERCARD MEXICO, S. DE R.L. DE C.V.                    Mexico       100%
MasterCard Middle East, Inc                              USA          100%
MasterCard Netherlands B.V.                              Netherlands  100%
MasterCard Originator SPC, Inc.                          USA          100%
MasterCard Peru, Inc.                                    USA          100%
MasterCard Services SPC, Inc.                            USA          100%
MasterCard Singapore Ltd.                                USA          100%
MasterCard Southern Africa, Inc.                         USA          100%
MasterCard Taiwan Ltd.                                   USA          100%
MasterCard Travelers Cheque, Inc.                        USA          100%
MasterCard UK, Inc.                                      UK           100%
MasterCard UK Inc. Pension Trustees Limited              UK           100%
MasterCard UK Management Services Limited                UK           100%





                                                          
MasterCard Uruguay Limitada                          Uruguay    100%
MasterCard Venezuela, Inc.                           USA        100%
MC Indonesia, Inc.                                   USA        100%

Mondex International Limited                         UK         100%
MAOSCO, Ltd.                                         UK         100%
Mondex International Americas, Inc.                  USA        100%
Mondex Asia Pte. Ltd.                                Singapore   51%
Mondex China Pte. Ltd.                               Singapore   51%
Mondex India Pte. Ltd.                               Singapore   51%
Mondex International (Australia) Pty Ltd.            Australia  100%
MXI Management Limited                               UK         100%

Bright Skies LLC                                     USA        100%
Clear Skies LLC                                      USA        100%
CSI Holdings Inc.                                    USA        100%
EMVCo, LLC                                           USA         50%
GVP Risk Management Insurance Incorporated           USA        100%
GVP Holding Incorporated                             USA        100%
JNS Corporation Yugen Kaisha                         Japan      100%
MasterCard GTS Holdings Private Limited (Mauritius)  Mauritius   49%
Mastermanager LLC                                    USA        100%
MasterCard Beneficiary Trust                         USA        100%
MTS Holdings, Inc.                                   USA        100%
Purchase Street Research, LLC                        USA        100%
SET Secure Electronic Transaction LLC                USA        50%
The Tower Group, Inc.                                USA        100%
Towergroup Europe Limited                            UK         100%
Transactional Data Solutions LLC                     USA        100%



** Percentages reflect direct ownership and indirect ownership through
intermediate companies



                                                                 SCHEDULE 6.2(f)

                                      LIENS



   COMPANY      STATE    UCC#        HOLDER                       COLLATERAL DESCRIPTION
   -------      -----    ----        ------                       ----------------------
                                              

MasterCard       DE    File No.   IBM Credit              Computer, information processing and
International          10827126   Corporation             other peripheral equipment and goods*
Incorporated

MasterCard       DE    File No.   IBM Credit              Computer, information processing and
International          20749550   Corporation             other peripheral equipment and goods*
Incorporated

MasterCard       DE    File No.   IBM Credit              Computer equipment and software*
International          22016537   Corporation
Incorporated

MasterCard       DE    File No.   Ameritech Credit        Controllers, modems, computers and
International          22985814   Corporation             other data transmission devices, cable
Incorporated                                              and wiring

MasterCard       DE    File No.   Bank One, NA            Computer equipment
International          30062896
Incorporated

MasterCard       DE    File No.   IBM Credit LLC          Computer equipment and software*
International,         31941866
 LLC

MasterCard       DE    File No.   Ameritech Credit        Right, title and interest in and to the
International          33247841   Corporation             Master Software License and Maintenance
Incorporated                                              Agreement for 3 year central site
                                                          maintenance

MasterCard       DE    File No.   UMB Bank, N.A.          Right, title and interest of the City
International,         40524472                           of Kansas City, Missouri under a Lease
LLC                                                       Agreement

MasterCard       DE    File No.   MCI O'Fallon 1999       Winghaven Facility in O'Fallon, MO
International          42174680   Trust
Incorporated

MasterCard       DE    File No.   IBM Credit LLC          Computer equipment and related software*
International,         42573360
LLC

MasterCard       DE    File No.   North American Highway  Telecommunications equipment
International,         42708446   Communications
LLC                               Resource, Inc.

MasterCard       DE    File No.   IBM Credit LLC          Computer equipment and related software*
International,         50756271
 LLC

MasterCard       DE    File No.   IBM Credit LLC          Computer equipment and related software*
International,         51331918
LLC

MasterCard       NY    File No.   CIT Technologies        Equipment under a Maser Lease Agreement*
International          126729     Corporation, d/b/a
Incorporated                      CIT Systems Leasing




                                              
MasterCard      NY   File No.     CIT Technologies        Equipment under a Maser Lease Agreement*
International        190602       Corporation, d/b/a
Incorporated                      CIT Systems Leasing

MasterCard      NY   File No.     IBM Credit Corporation  Computer, information processing and
International        025688                               other peripheral equipment and goods*
Incorporated

MasterCard      NY   File No.     Ameritech Credit        Controllers, modems, computers and
International        050099       Corporation             other data transmission devices, cable
Incorporated                                              and wiring *

MasterCard      NY   File No.     Ameritech Credit        Controllers, modems, computers and
International        050169       Corporation             other data transmission devices, cable
Incorporated                                              and wiring *

MasterCard      MO   File No.     Bank One, NA            Computer equipment*
International        2947184
Incorporated

MasterCard      MO   File No.     IBM Credit Corporation  Computer, information processing and
International        4064359                              other peripheral equipment and goods*
Incorporated

MasterCard      MO   File No.     CIT Technologies        Equipment under a Maser Lease Agreement*
International        4091619      Corporation d/b/a CIT
Incorporated                      Systems Leasing

MasterCard      MO   File No.     EMC Corporation         Equipment
International        4129453
Incorporated

MasterCard      MO   File No.     Ameritech Credit        Controllers, modems, computers and
International        4143406      Corporation             other data transmission devices, cable
Incorporated                                              and wiring *

MasterCard      MO   File No.     Ameritech Credit        Controllers, modems, computers and
International        4143411      Corporation             other data transmission devices, cable
Incorporated                                              and wiring *

MasterCard      MO   File No.     IBM Corporation         Computer, information processing and
International        4177338                              other peripheral equipment and goods
Incorporated

MasterCard      MO   File No.     IBM Credit Corporation  Computer, information processing and
International        20018007701                          other peripheral equipment and goods*
Incorporated



* Filed for precautionary purposes only.



                                                                    SCHEDULE 6.8

                                 DIVIDEND BLOCKS

The Borrower is subject to minimum net worth covenants pursuant to the following
agreements, which are filed as exhibits to the its filings with the U.S.
Securities and Exchange Commission identified in parentheses below:

      -     Guaranty, dated as of August 4, 2004, in favor of the holders of
            6.67% Subordinated Notes due June 30, 2008 (see Exhibit 14.4 to the
            Borrower's Annual Report on Form 10-K for the year ended December
            31, 2004, filed March 2, 2005 (No. 000-50250)).

      -     First Amendment to Guarantee, dated as of November 23, 2004 between
            International, Borrower, and UMB Bank & Trust, N.A. (see Exhibit
            10.4.1 to the Borrower's Annual Report on Form 10-K for the year
            ended December 31, 2004, filed March 2, 2005 (No. 000-50250)).



                                                                SCHEDULE 10.7(b)

                             MASTERCARD INCORPORATED
         FIDUCIARY ACCOUNTS WITH BANKS PARTICIPATING IN THIS SYNDICATION
                                    @ 3/31/05

                                   [ATTACHED]



                                                                       EXHIBIT A

                         [FORM OF REVOLVING CREDIT NOTE]

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE
(OTHER THAN PLEDGES OR ASSIGNMENTS HEREOF TO ANY FEDERAL RESERVE BANK) MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

                              REVOLVING CREDIT NOTE

$____________                                                New York, New York
                                                                _________, 200_

      FOR VALUE RECEIVED, the undersigned, MASTERCARD INCORPORATED, a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of _________ (the "Lender") at the office of Citibank, N.A., located at 2
Penns Way, Suite 200, New Castle, Delaware, 19720, in lawful money of the United
States and in immediately available funds, on the Revolving Credit Termination
Date the principal amount of _________ DOLLARS ($__________), or, if less, the
aggregate unpaid principal amount of all Revolving Credit Loans made by the
Lender to the Borrower pursuant to Section 2.1 of the Credit Agreement (as
defined below). The Borrower further agrees to pay interest in like money at
such office on the unpaid principal amount of Revolving Credit Loans made by the
Lender from time to time outstanding at the rates and on the dates specified in
the Credit Agreement.

      The holder of this Note is authorized to record on Schedule A annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date, Type and amount of each
Revolving Credit Loan made by the Lender and the date and amount of each payment
or prepayment of principal thereof, each conversion of all or a portion thereof
to another Type, each continuation of all or a portion thereof as the same Type
and, in the case of LIBOR Loans, the length of each Interest Period and the
London Interbank Offered Rate with respect thereto. Each such recordation shall,
to the extent permitted by applicable law, constitute prima facie evidence of
the accuracy of the information so recorded, provided that the failure to make
any such recordation shall not affect the obligation of the Borrower to repay
(with applicable interest) Revolving Credit Loans made by the Lender pursuant to
the Credit Agreement.

      This Note (a) is one of the Revolving Credit Notes referred to in the
Credit Agreement, dated as of June 17, 2005 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, MasterCard International Incorporated, a Delaware corporation, the
Lender, the other banks and financial institutions from time to time parties
thereto, JPMorgan Chase Bank, N.A., as Backup Agent and Citibank, N.A., as
Administrative Agent, (b) is subject to the provisions of the Credit Agreement
and (c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement.



                                                                               2

      Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

      All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

      Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

      THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                       MASTERCARD INCORPORATED

                                       By: __________________________________

                                            Name: ____________________________

                                            Title: ___________________________



                                                                      SCHEDULE A
                                                        TO REVOLVING CREDIT NOTE

         LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF LIBOR LOANS



                       Amount       Interest Period and
                   Converted to or    London Interbank                            Amount of LIBOR  Unpaid Principal
       Amount of     Continued as     Offered Rate with   Amount of Principal of  Loans Converted  Balance of LIBOR  Notation Made
Date  LIBOR Loans    LIBOR Loans       Respect Thereto     LIBOR Loans Repaid      to ABR Loans         Loans            By
- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------
                                                                                                

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------




                                                                               2

        LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF LIBOR LONAS



                       Amount       Interest Period and
                   Converted to or    London Interbank                            Amount of LIBOR  Unpaid Principal
       Amount of     Continued as     Offered Rate with   Amount of Principal of  Loans Converted  Balance of LIBOR  Notation Made
Date  LIBOR Loans    LIBOR Loans       Respect Thereto     LIBOR Loans Repaid      to ABR Loans         Loans            By
- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------
                                                                                                

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------

- ----  -----------  ---------------  --------------------  ----------------------  ---------------  ----------------  -------------



                                                                       EXHIBIT B

                               [FORM OF TERM NOTE]

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE
(OTHER THAN PLEDGES OR ASSIGNMENTS HEREOF TO ANY FEDERAL RESERVE BANK) MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

                                    TERM NOTE

$___________                                                  New York, New York
                                                              ___________, 200__

            FOR VALUE RECEIVED, the undersigned, MASTERCARD INCORPORATED, a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of ________________ (the "Lender") at the office of Citibank, N.A.,
located at 2 Penns Way, Suite 200, New Castle, Delaware, 19720, in lawful money
of the United States of America and in immediately available funds, on the
Termination Date the principal amount of _______________ DOLLARS ($________),
or, if less, the aggregate unpaid principal amount of the Lender's interest in
the Term Loan made to the Borrower pursuant to Section 2.3 of the Credit
Agreement (as defined below). The Borrower further agrees to pay interest in
like money at such office on the unpaid principal amount of the Term Loan made
by the Lender from time to time outstanding at the rates and on the dates
specified in the Credit Agreement.

            The holder of this Note is authorized to record on Schedule A
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date, Type and amount of the Term
Loan made by the Lender and the date and amount of each payment or prepayment of
principal thereof, each conversion of all or a portion thereof, each
continuation thereof each conversion of all or a portion thereof to another Type
and, in the case of LIBOR Loans, the length of each Interest Period and the
London Interbank Offered Rate with respect thereto. Each such recordation shall,
to the extent permitted by applicable law, constitute prima facie evidence of
the accuracy of the information so recorded, provided that the failure to make
any such recordation shall not affect the obligation of the Borrower to repay
(with applicable interest) the Term Loan made by the Lender pursuant to the
Credit Agreement.

            This Note (a) is one of the Term Notes referred to in the Credit
Agreement, dated as of June 17, 2005 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower,
MasterCard International Incorporated, a Delaware corporation, the Lender, the
other banks and financial institutions from time to time parties thereto,
JPMorgan Chase Bank, N.A., as Backup Agent and Citibank, N.A., as Administrative
Agent, (b) is subject to the provisions of the Credit Agreement and (c) is
subject to optional and mandatory prepayment in whole or in part as provided in
the Credit Agreement.



                                                                               2

            Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

            All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment demand, protest and all other notices of any kind.

            Unless otherwise defined herein terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

            THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                          MASTERCARD INCORPORATED

                                          By: _______________________________

                                              Name: ____________________________

                                              Title: ___________________________



                                                                               3
                                                                      SCHEDULE A
                                                                    TO TERM NOTE

             CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF TERM LOAN



                                          Interest Period and                                                Unpaid
                                            London Interbank                                                 Principal
       Amount of the   Amount Continued    Offered Rate with    Amount of Principal   Amount of the Term   Balance of the   Notation
Date    Term Loan        as Term Loan       Respect Thereto     of Term Loan Repaid     Loan Converted        Term Loan      Made By
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
                                                                                                       
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------




                                                                               4

             CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF TERM LOAN



                                          Interest Period and                                                Unpaid
                                            London Interbank                                                 Principal
       Amount of the   Amount Continued    Offered Rate with    Amount of Principal   Amount of the Term   Balance of the   Notation
Date    Term Loan        as Term Loan       Respect Thereto     of Term Loan Repaid     Loan Converted        Term Loan      Made By
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
                                                                                                       
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------
- ----   -------------   ----------------   -------------------   -------------------   ------------------   --------------   --------




                                                                       EXHIBIT C

                            [FORM OF SWING LINE NOTE]

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE
(OTHER THAN PLEDGES OR ASSIGNMENTS HEREOF TO ANY FEDERAL RESERVE BANK) MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

                                 SWING LINE NOTE

$_____________                                                New York, New York
                                                                   June 17, 2005

            FOR VALUE RECEIVED, the undersigned, MASTERCARD INCORPORATED, a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of CITIBANK, N.A. (the "Swing Line Lender"), at its office located at
2 Penns Way, Suite 200, New Castle, Delaware, 19720, in lawful money of the
United States and in immediately available funds, on the Revolving Credit
Termination Date, the principal amount of _________ DOLLARS ($____) or, if less,
the aggregate unpaid principal amount of the Swing Line Loans made by the Swing
Line Lender to the Borrower pursuant to Section 2.20 of the Credit Agreement (as
defined below). The Borrower further agrees to pay interest in like money at
said office on the unpaid principal amount of Swing Line Loans from time to time
outstanding at the rates and on the dates specified in the Credit Agreement.

            The Swing Line Lender is authorized to record the date and the
amount of each Swing Line Loan made by the Swing Line Lender to the Borrower
pursuant to Section 2.20 of the Credit Agreement and the date and amount of each
payment or prepayment of principal thereof on Schedule A annexed hereto and made
a part hereof and any such recordation shall, to the extent permitted by
applicable law, constitute prima facie evidence of the accuracy of the
information so recorded, provided that any failure by the Swing Line Lender to
make such recordation shall not affect the obligation of the Borrower to repay
(with applicable interest) the Swing Line Loans made by the Swing Line Lender
pursuant to the Credit Agreement.

            This Note (a) is the Swing Line Note referred to in the Credit
Agreement, dated as of June 17, 2005 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower,
MasterCard International Incorporated, a Delaware corporation, the Swing Line
Lender, the other banks and financial institutions from time to time parties
thereto, JPMorgan Chase Bank, N.A., as Backup Agent and Citibank, N.A., as
Administrative Agent, (b) is subject to the provisions of the Credit Agreement
and (c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement.

            Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.



                                                                               2

            All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

            Unless otherwise defined herein terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

            THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                      MASTERCARD INCORPORATED

                                      By: __________________________________

                                          Name: ________________________________

                                          Title: _______________________________



                                                                               3

                                                                   SCHEDULE A TO
                                                                 SWING LINE NOTE

                              LOANS AND REPAYMENTS



                                     Amount of               Unpaid
                                     Swing Line             Principal
          Amount of Swing Line         Loans                Balance of
Date           Loans Made             Repaid             Swing Line Loans       Notation Made By
- ----      --------------------       ----------          ----------------       ----------------
                                                                    
- ----      --------------------       ----------          ----------------       ----------------
- ----      --------------------       ----------          ----------------       ----------------
- ----      --------------------       ----------          ----------------       ----------------
- ----      --------------------       ----------          ----------------       ----------------
- ----      --------------------       ----------          ----------------       ----------------
- ----      --------------------       ----------          ----------------       ----------------
- ----      --------------------       ----------          ----------------       ----------------
- ----      --------------------       ----------          ----------------       ----------------
- ----      --------------------       ----------          ----------------       ----------------
- ----      --------------------       ----------          ----------------       ----------------




                                                                     EXHIBIT D-1

                                     FORM OF
                               CAF ADVANCE REQUEST

                                                _____________, 200__

Citibank, N.A., as Administrative Agent
2 Penns Way, Suite 200
New Castle, Delaware 19720

JPMorgan Chase Bank, N.A., as Backup Agent
1111 Fannin, Floor 10
Houston, TX  77002

Ladies and Gentlemen:

            Reference is made to the Credit Agreement, dated as of June 17,
2005, among the MasterCard Incorporated, a Delaware corporation, MasterCard
International Incorporated, a Delaware corporation, the Lenders named therein,
JPMorgan Chase Bank, N.A., as Backup Agent, and Citibank, N.A., as
Administrative Agent (as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"). Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

            This is a [Fixed Rate] [LIBOR] CAF Advance Request pursuant to
Section 2.11 of the Credit Agreement requesting offers for the following CAF
Advances:

            [NOTE: Pursuant to the Credit Agreement, a CAF Advance Request shall
            be transmitted in writing, by facsimile transmission, or by
            telephone, immediately confirmed by facsimile transmission. In any
            case, a CAF Advance Request shall contain the information set forth
            in the grid below.]



                                                        Loan 1                   Loan 2                 Loan 3
                                                        ------                   ------                 ------
                                                                                               
Aggregate Principal Amount                              $                        $                      $

Borrowing Date

CAF Advance Maturity Date

CAF Advance Interest Payment Dates




                                                                               2

                                                 Very truly yours,

                                                 MASTERCARD INCORPORATED

                                                 By: ___________________________
                                                     Name:
                                                     Title:



                                                                     EXHIBIT D-2

                                     FORM OF
                                CAF ADVANCE OFFER

                                                              _____, 200__

Citibank, N.A., as Administrative Agent
2 Penns Way, Suite 200
New Castle, Delaware 19720

JPMorgan Chase Bank, N.A., as Backup Agent
1111 Fannin, Floor 10
Houston, TX  77002

Dear Sirs:

            Reference is made to the Credit Agreement, dated as of June 17,
2005, among MasterCard Incorporated, a Delaware corporation (the "Borrower"),
MasterCard International Incorporated, a Delaware corporation, the Lenders named
therein, JPMorgan Chase Bank, N.A., as Backup Agent for such Lenders, and
Citibank, N.A., as Administrative Agent for such Lenders (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement are used herein as therein defined.

            In accordance with Sections 2.10 and 2.11 of the Credit Agreement,
the undersigned Lender offers to make CAF Advances thereunder to the Borrower in
the following amounts with the following maturity dates:

                                         
Borrowing Date: ________, 200__             Aggregate Maximum Amount: $_________

Maturity Date 1:                            Maximum Amount: $_______
           ____________, 200__              $_______ offered at ________*
                                            $_______ offered at ________*

Maturity Date 2:                            Maximum Amount: $_______
           ____________, 200__              $_______ offered at ________*
                                            $_______ offered at ________*

Maturity Date 3:                            Maximum Amount: $_______
           ____________, 200__              $_______ offered at ________*
                                            $_______ offered at ________*



      [NOTE: Insert the interest rate offered for the specified CAF Advance
      where indicated by an asterisk (*). In the case of LIBOR CAF Advances,
      insert a margin bid. In the case of Fixed Rate CAF Advances, insert a
      fixed rate bid.]



                                                                               2

                                                 Very truly yours,

                                                 [NAME OF LENDER]

                                                 By:____________________________
                                                    Name:
                                                    Title:
                                                    Telephone No.:
                                                    Telecopy No.:



                                                                     EXHIBIT D-3

                                     FORM OF
                            CAF ADVANCE CONFIRMATION

                                                 ________ __, 200__

Citibank, N.A.,
as Administrative Agent
2 Penns Way, Suite 200
New Castle, Delaware  19720

JPMorgan Chase Bank, N.A.,
as Backup Agent
1111 Fannin, Floor 10
Houston, TX  77002

Ladies and Gentlemen:

            Reference is made to the Credit Agreement, dated as of June 17,
2005, among the undersigned, MasterCard International Incorporated, the Lenders
named therein, JPMorgan Chase Bank, N.A., as Backup Agent, and Citibank, N.A.,
as Administrative Agent (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"). Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

            In accordance with Section 2.11 of the Credit Agreement, the
undersigned accepts and confirms the offers by the CAF Advance Lender(s) to make
CAF Advances to the undersigned on _____, 200__ under Section 2.11 in the
(respective) amount(s) set forth on the attached list of CAF Advances offered.

                                                 Very truly yours,

                                                 MASTERCARD INCORPORATED

                                                 By:____________________________
                                                     Name:
                                                     Title:

[Borrower to attach CAF Advance offer list prepared by the Administrative Agent
with accepted amount entered by the Borrower to the right of each CAF Advance
Offer].



                                                                 Schedule to CAF
                                                              Advance Assignment

                                                                     EXHIBIT D-4

                                     FORM OF
                             CAF ADVANCE ASSIGNMENT

            CAF Advance ASSIGNMENT, dated as of the date set forth in Item 1 of
Schedule I hereto, among the Assignor Lender set forth in Item 2 of Schedule I
hereto (the "Assignor Lender"), the CAF Advance Assignee set forth in Item 3 of
Schedule I hereto (the "CAF Advance Assignee"), and CITIBANK, N.A., as
Administrative Agent for the Lenders under the Credit Agreement described below
(in such capacity, the "Administrative Agent").

                              W I T N E S S E T H :

            WHEREAS, this CAF Advance Assignment is being executed and delivered
in accordance with subsection 10.6(c) of the Credit Agreement, dated as of June
17, 2005, among MasterCard Incorporated, a Delaware corporation (the
"Borrower"), MasterCard International Incorporated, a Delaware corporation, the
Assignor Lender and the other Lenders parties thereto, JPMorgan Chase Bank,
N.A., as Backup Agent for the Lenders, and the Administrative Agent (as from
time to time amended, supplemented or otherwise modified in accordance with the
terms thereof, the "Credit Agreement"; unless otherwise defined herein, terms
defined therein being used herein as therein defined); and

            WHEREAS, the Assignor Lender has advanced to the Borrower the CAF
Advance described in Item 5 of Schedule I hereto (the "CAF Advance"), and the
Assignor Lender is assigning the CAF Advance to the CAF Advance Assignee
pursuant to this CAF Advance Assignment;

            NOW, THEREFORE, the parties hereto hereby agree as follows:

            1 The Assignor Lender acknowledges receipt from the CAF Advance
Assignee of an amount equal to the purchase price, as agreed between the
Assignor Lender and the CAF Advance Assignee, of the outstanding principal
amount of, and accrued interest on, the CAF Advance. The Assignor Lender hereby
irrevocably sells, assigns and transfers to the CAF Advance Assignee without
recourse, representation or warranty, except as set forth in subsection 4(i)
hereof and the CAF Advance Assignee hereby irrevocably purchases, takes and
acquires from the Assignor Lender, the CAF Advance, together with all
instruments and documents pertaining thereto.

            2 (a) From and after the date set forth in Item 4 of Schedule I
hereto (the "Transfer Effective Date"), principal and interest that would
otherwise be payable to or for the account of the Assignor Lender pursuant to
the CAF Advance shall, instead, be payable to or for the account of the CAF
Advance Assignee, whether such amounts have accrued prior to the Transfer
Effective Date or accrue subsequent to the Transfer Effective Date.

            (b) If Item 6 of Schedule I hereto contains payment instructions for
the CAF Advance Assignee and if the CAF Advance Assignee delivers a copy of this
CAF Advance Assignment to the Administrative Agent in accordance with subsection
10.6(f) of the Credit Agreement at least 5 Business Days prior to the due date
of any payment to the CAF Advance



                                                                               2

Assignee, the CAF Advance Assignee hereby instructs the Administrative Agent to
pay all such amounts payable to it pursuant to the provision of subparagraph (a)
of this paragraph 2, in accordance with such payment instructions. If Item 6 of
Schedule I hereto does not contain payment instructions for the CAF Advance
Assignee (or a copy hereof is not delivered to the Administrative Agent as
aforesaid), the Assignor Lender and the CAF Advance Assignee agree that,
notwithstanding the provisions of subparagraph (a) of this paragraph 2, the
Assignor Lender is hereby appointed by the CAF Advance Assignee as its
collection agent to receive from the Administrative Agent, for and on behalf of
and for the account of the CAF Advance Assignee, all amounts payable to or for
the account of the CAF Advance Assignee under the CAF Advance; the Assignor
Lender will immediately pay over to the CAF Advance Assignee any such amounts
received by it, in like funds as received.

            3 Each of the parties to this CAF Advance Assignment agrees that at
any time and from time to time upon the written request of any other party, it
will execute and deliver such further documents and do such further acts and
things as such other party may reasonably request in order to effect the
purposes of this CAF Advance Assignment.

            4 By executing and delivering this CAF Advance Assignment, the
Assignor Lender and the CAF Advance Assignee confirm to and agree with each
other and the Administrative Agent and the Lenders as follows: (i) other than
the representation and warranty that it is the legal and beneficial owner of the
interest being assigned hereby free and clear of any adverse claim and has the
corporate power and authority, and the legal right to sell, assign and transfer
the CAF Advance to the CAF Advance Assignee, the Assignor Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other instrument or document furnished pursuant thereto
or with respect to the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or such other
instrument or document furnished pursuant thereto; (ii) the Assignor Lender
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or the performance or observance by
the Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) the CAF Advance
Assignee confirms that it has received a copy of the Credit Agreement, together
with copies of the financial statements referred to in Section 3.1, the
financial statements delivered pursuant to Section 5.1, if any, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this CAF Advance Assignment; (iv) the CAF
Advance Assignee will, independently and without reliance upon the
Administrative Agent the Assignor Lender or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in respect of the Credit Agreement; and (v) the
CAF Advance Assignee appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, all in
accordance with Section 8 of the Credit Agreement.

            5 Each party hereto represents and warrants to and agrees with the
Administrative Agent that it is aware of and will comply with the provisions of
Section 10.6 of the Credit Agreement.



                                                                               3

            6 THIS CAF ADVANCE ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            IN WITNESS WHEREOF, the parties hereto have caused this CAF Advance
Assignment to be executed by their respective duly authorized officers on
Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.



                                                                               4

                                              
Item 1 (Date of CAF Advance Assignment):         [Insert date of CAF Advance Assignment]

Item 2 (Assignor Lender):                        [Insert name of Assignor Lender]

Item 3 (CAF Advance Assignee):                   [Insert name, address and telephone numbers and name of
                                                 contact party of CAF Advance Assignee]

Item 4 (Transfer Effective Date):                [Insert Transfer Effective Date] [To be a date not less
                                                 than five business days after date of CAF Advance
                                                 Assignment]

Item 5 (Description of CAF Advance):
            a.  Date:
            b.  Principal Amount:

Item 6 (Payment Instructions):                   [Complete only if payments are to be made by
                                                 Administrative Agent to CAF Advance Assignee rather
                                                 than to Assignor Lender as collection agent for CAF
                                                 Advance Assignee; leave blank if Assignor Lender is to
                                                 act as such collection agent]

Item 7 (Signatures):

                                                 _________________________________,
                                                     as Assignor Lender

                                                 By: _____________________________
                                                     Name:
                                                     Title:

                                                 _________________________________,
                                                      as Bid Loan Assignee

                                                 By: _____________________________
                                                     Name:
                                                     Title:





                                                                               5

ACCEPTED FOR RECORDATION
IN REGISTER:

CITIBANK, N.A.,
   as Administrative Agent

By: ____________________________
    Name:
    Title:



                                                                       EXHIBIT E

                    SWING LINE LOAN PARTICIPATION CERTIFICATE

                                                       ___________ __, 200__

[Name of Lender]
________________
________________
________________

Ladies and Gentlemen:

            Pursuant to subsection 2.20(e) of the Credit Agreement, dated as of
June 17, 2005 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"; unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined), among MasterCard
Incorporated, a Delaware corporation (the "Borrower"), MasterCard International
Incorporated, a Delaware corporation, the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), JPMorgan Chase
Bank, N.A., as back-up administrative agent for the Lenders thereunder (in such
capacity, the "Backup Agent") and Citibank, N.A., as administrative agent for
the Lenders thereunder (in such capacity, the "Administrative Agent"), the
undersigned, as Swing Line Lender under the Credit Agreement, hereby
acknowledges receipt from you on the date hereof of ___________ DOLLARS ($____)
as payment for a participating interest in the following Swing Line Loan:

            Date of Swing Line Loan:                        ______________

            Principal Amount of Swing Line Loan
              Participating Interest:                       $_____________

                                                 Very truly yours,

                                                 CITIBANK, N.A.

                                                 By: ___________________________
                                                     Name:
                                                     Title:



                                                                     EXHIBIT F-1

             [FORM OF OPINION OF GENERAL COUNSEL TO THE BORROWER AND
                                 INTERNATIONAL]

                                                                June 17, 2005

To (a) the several banks and other financial institutions
    parties on the date hereof to the Agreement referred to
    below, (b) JPMorgan Chase Bank, N.A., as Backup Agent
    under said Agreement and (c) Citibank, N.A., as
    Administrative Agent under said Agreement.

Dear Sirs:

            I am General Counsel of MasterCard Incorporated, a Delaware
corporation (the "Borrower") and MasterCard International Incorporated, a
Delaware corporation ("International" and together with the Borrower, the
"Obligors"), and am familiar with the Credit Agreement, dated as of June 17,
2005 (the "Agreement"), among the Borrower, International, the banks and other
financial institutions parties thereto (the "Lenders"), JPMorgan Chase Bank,
N.A., as Backup Agent for the Lenders (in such capacity, the "Backup Agent"),
and Citibank, N.A., as Administrative Agent for the Lenders (in such capacity,
the "Administrative Agent"). This opinion is delivered to you pursuant to
subsection 4.1(h)(i) of the Agreement. Terms used herein which are defined in
the Agreement shall have the respective meanings set forth in the Agreement,
unless otherwise defined herein.

            In connection with this opinion, I have examined an executed copy of
the Agreement, and such corporate documents and records of each Obligor and its
Subsidiaries and certificates of public officials and officers of each Obligor
and its Subsidiaries, and such other documents, as I have deemed necessary or
appropriate for the purposes of this opinion. For the purposes of this opinion,
I have assumed (i) the genuineness of all signatures of, and the authority of,
Persons signing the Agreement on behalf of parties thereto other than the
Obligors, (ii) the authenticity of all documents submitted to me as originals
and (iii) the conformity to authentic original documents of all documents
submitted to me as certified, conformed or photostatic copies.

            Based upon the foregoing, I am of the opinion that:

            i Each Obligor and its Subsidiaries (a) is an entity duly organized,
validly existing and in good standing (to the extent applicable) under the laws
of the jurisdiction of its incorporation, (b) has the power and authority, and
the legal right, to own and operate its property, to lease the property it
operates as lessee and to conduct the business in which it is currently engaged
and (c) is duly qualified as a foreign entity and in good standing under the
laws of each jurisdiction where its ownership, lease or operation of property or
the conduct of its business requires such qualification, except where the
failure to be so qualified and in good standing could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.



                                                                               2

            ii The execution, delivery and performance by each Obligor of the
Agreement are within the corporate powers of such Obligor, have been duly
authorized by all necessary corporate action (including any necessary
shareholder approval), require no governmental approval, and do not contravene
any law or regulation applicable to, including, without limitation, Regulation
T, U or X of the Board, or any contractual restriction binding on, each Obligor.

            iii The Agreement has been duly executed and delivered by each
Obligor and constitutes a legal, valid and binding obligation of each Obligor,
enforceable against it in accordance with its terms except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law). No consent or authorization of, filing with, notice to or
other act by or in respect of any Governmental Authority or any other Person is
required in connection with the borrowings hereunder or with the execution,
delivery, performance or validity of the Agreement other than those expressly
required by the terms of the Agreement.

            iv To the best of my knowledge after due inquiry, except to the
extent set forth in Schedule 3.6 attached to the Agreement or as previously
disclosed in any public filings made by the Borrower, there are no pending or
threatened actions or proceedings affecting either Obligor or any of its
Subsidiaries which, if determined adversely to either Obligor or such
Subsidiary, would have a Material Adverse Effect.

            v Neither Obligor is an "investment company" or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended. Neither Obligor is a "Holding Company" or a
"Subsidiary Company" of a "Holding Company" or an "Affiliate" of a "Holding
Company", as such terms are defined in the Public Utility Holding Company Act of
1935, as amended.

            I am a member of the Bar of the State of New York and express no
opinion on any laws other than the laws of the State of New York, the Delaware
Corporation Law and the federal laws of the United States.

                                          Very truly yours,



                                                                     EXHIBIT F-2

               [FORM OF OPINION OF SPECIAL NEW YORK COUNSEL TO THE
                             ADMINISTRATIVE AGENT]

                                                        June 17, 2005

To each of the Lenders,
  the Backup Agent, and
  the Administrative Agent party to the
  Credit Agreement referred to below

Ladies and Gentlemen:

            We have acted as special New York counsel to Citibank, N.A., as
administrative agent (in such capacity, the "Administrative Agent") in
connection with the Credit Agreement dated as of June 17, 2005 (the "Credit
Agreement") among MasterCard Incorporated (the "Borrower"), MasterCard
International Incorporated (the "Guarantor" and, together with the Borrower, the
"Credit Parties"), the several banks and other financial institutions from time
to time parties thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as back-up
administrative agent (in such capacity, the "Backup Agent") and the
Administrative Agent.

            This opinion is furnished to you pursuant to Section 4.1(h)(ii) of
the Credit Agreement. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.

            In arriving at the opinions expressed below, we have examined and
relied on an executed counterpart of the Credit Agreement and we have made such
investigations of law as we have deemed appropriate for purposes of this
opinion.

            In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to
us as copies. When relevant facts were not independently established, we have
relied upon representations made in or pursuant to the Credit Agreement.

            In rendering the opinions expressed below, we have assumed, with
respect to the Credit Agreement, that:

            (i) the Credit Agreement has been duly authorized by, has been duly
executed and delivered by, and (except to the extent set forth in the opinions
below as to the Credit Parties) constitutes the legal, valid, binding and
enforceable obligation of, all of the parties thereto;

            (ii) all signatories to the Credit Agreement have been duly
authorized;



                                                                               2

            (iii) all of the parties to the Credit Agreement are duly organized
and validly existing under the laws of their respective jurisdictions of
incorporation and have the power and authority (corporate or other) to execute,
deliver and perform the Credit Agreement.

            Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that the Credit Agreement constitutes the
legal, valid and binding obligation of each of the Credit Parties party thereto,
enforceable against such Credit Party in accordance with its terms, except as
may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance
or transfer, moratorium or other similar laws relating to or affecting the
rights of creditors generally and except as the enforceability thereof is
subject to the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), including, without
limitation, (a) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

            The foregoing opinions are subject to the following comments and
qualifications:

            (A) The enforceability of Section 10.5 of the Credit Agreement may
be limited by laws limiting the enforceability of provisions releasing,
exculpating or exempting a party from or requiring indemnification of a party
for its own action or inaction, to the extent the action or inaction involves
gross negligence, recklessness, willful misconduct or unlawful conduct.

            (B) The enforceability of provisions in the Credit Agreement to the
effect that terms may not be waived or modified except in writing may be limited
under certain circumstances.

            (C) We express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Lender is located (other than the State of New York)
that limit the interest, fees or other charges such Lender may impose for the
loan or use of money or other credit, (ii) Sections 10.6(b) and 10.7(b) of the
Credit Agreement to the extent they purport to grant a right of set-off, (iii)
Section 10.13(a) of the Credit Agreement, insofar as it relates to the subject
matter jurisdiction of any court of the United States of America sitting in the
Southern District of New York to adjudicate any controversy related to the
Credit Agreement, (iv) Section 10.13(b) of the Credit Agreement insofar as it
relates to inconvenient forum with respect to any Federal court and (v) Section
10.9 of the Credit Agreement.

            (D) We express no opinion as to the applicability to the obligations
of the Guarantor under Section 9 of the Credit Agreement (or the enforceability
of such obligations under) Section 548 of the Bankruptcy Code, Article 10 of the
New York Debtor and Creditor Law or any other provision of law relating to
fraudulent conveyances, transfers or obligations, or the provisions of the law
of the jurisdiction of incorporation of the Guarantor restricting dividends,
loans or other distributions by a corporation for the benefit of its
stockholders.

            (E) Section 9(b) of the Credit Agreement may not be enforceable to
the extent that the Guaranteed Obligations are materially modified.



                                                                               3

            The foregoing opinions are limited to matters involving the Federal
laws of the United States of America and the law of the State of New York, and
we do not express any opinion as to the laws of any other jurisdiction.

            This opinion letter is, pursuant to Section 4.1(h)(ii) of the Credit
Agreement, provided to you by us in our capacity as special New York counsel to
the Agent and may not be relied upon by any Person for any purpose other than in
connection with the transactions contemplated by the Credit Agreement without,
in each instance, our prior written consent.

                                             Very truly yours,

WFC/RMG


                                                                       EXHIBIT G

                                     FORM OF
                                BORROWING NOTICE

Citibank, N.A.,
as Administrative Agent
2 Penns Way, Suite 200
New Castle, Delaware 19720
Attention: Agency Department

JPMorgan Chase Bank, N.A.,
as Backup Agent
1111 Fannin, Floor 10
Houston, TX 77002

Dear Sirs:

            This Borrowing Notice is delivered to you by the undersigned (the
"Borrower") in connection with Section 2.2 of the Credit Agreement, dated as of
June 17, 2005 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among the Borrower, MasterCard International
Incorporated, the several banks and other financial institutions from time to
time parties thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as Backup Agent
for the Lenders, and Citibank, N.A., as Administrative Agent for the Lenders.
Unless otherwise defined herein, capitalized terms used herein have the meanings
provided in the Credit Agreement.

            The Borrower hereby requests that Loans be made in the aggregate
principal amount of $_________ on __________, 200__ (the "Borrowing Date"). The
Borrower requests that such Loans be made as1 [LIBOR Loans in a principal amount
of $______ having an initial Interest Period of _____ months] [ABR Loans in a
principal amount of $____________]. The Borrower requests that the Loans
requested be paid into account at [bank].

            The Borrower hereby certifies that the representations and
warranties contained in Section 3 of the Credit Agreement will be true and
correct in all material respects on and as of the Borrowing Date with the same
effect as if made on and as of such date both before and after giving effect to
the Loans to be made on the Borrowing Date and that no event has occurred or
will be continuing on the Borrowing Date, or will result from the making of the
Loans to be made on the Borrowing Date, which constitutes a Default or an Event
of Default.

- ------------------------
(1) Insert appropriate interest rate option, and, if applicable, number of
months. If Loans are to be a combination of LIBOR and ABR Loans, specify the
respective amounts of each type.



                                                                               2

            IN WITNESS WHEREOF, the Borrower has caused this request and
certificate to be executed and delivered by its duly authorized officer this
________ day of _________, 200__.

                                        MasterCard Incorporated

                                        By: ___________________________
                                            Name:
                                            Title:



                                                                       EXHIBIT H

                            ASSIGNMENT AND ACCEPTANCE

            Reference is made to the Credit Agreement, dated as of June 17, 2005
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among MasterCard Incorporated, a Delaware corporation (the
"Borrower"), MasterCard International Incorporated, a Delaware corporation, the
several banks and other financial institutions from time to time parties thereto
(the "Lenders"), JPMorgan Chase Bank, N.A., as back-up administrative agent for
the Lenders (in such capacity, the "Backup Agent"), and Citibank, N.A., as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

            __________ (the "Assignor") and _______ (the "Assignee") agree as
follows:

            i     The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined below) (but not prior to the registration of the
information contained herein in the Register pursuant to subsection 10.6(e) of
the Credit Agreement), an interest (the "Assigned Interest") in and to the
Assignor's rights and obligations under the Credit Agreement with respect to
those credit facilities contained in the Credit Agreement as are set forth on
Schedule 1 (individually, an "Assigned Facility"; collectively, the "Assigned
Facilities"), in a principal amount for each Assigned Facility as set forth on
Schedule 1.

            ii    The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement, any other
Loan Document or any other instrument or document furnished pursuant thereto, or
with respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any
other instrument or document furnished pursuant thereto, other than that the
Assignor has not created any adverse claim upon the interest being assigned by
it hereunder and that such interest is free and clear of any such adverse claim;
(b) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower, any of its Subsidiaries or
any other obligor or the performance or observance by the Borrower, any of its
Subsidiaries or any other obligor of any of their respective obligations under
the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) (i) requests that the
Administrative Agent, upon request by the Assignee, (a) exchange any attached
Notes for a new Note or Notes payable to the Assignee or, (b) if the Assignor
does not hold any Notes, issue a new Note or Notes payable to the Assignee if so
requested and (ii) if (A) the Assignor has retained any interest in the Assigned
Facility and (B) the Assignor holds any Notes, requests that the Administrative
Agent exchange the attached Notes for a new Note or Notes payable to the
Assignor, in each case in amounts which reflect the assignment being made hereby
(and after giving effect to any other assignments which have become effective on
the Effective Date).

            iii   The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that, to
the extent it has so required, it



                                                                               2

has received a copy of the Credit Agreement, together with copies of the
financial statements referred to in or delivered pursuant to Sections 3.1 and
5.1 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (c) agrees that it will, independently and without
reliance upon the Assignor, the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto; (d) appoints and authorizes the
Administrative Agent to take such action as administrative agent on its behalf
and to exercise such powers and discretion under the Credit Agreement, the other
Loan Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto; and (e) agrees that, with
respect to the Assigned Interest, it will be a party to and bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligations pursuant to subsection
2.23(b) of the Credit Agreement.

            iv    The effective date of this Assignment and Acceptance shall be
____ , 200_ (the "Effective Date"). Following the execution of this Assignment
and Acceptance and the consent hereto by the Borrower to the extent required
under the Credit Agreement, it will be delivered to the Administrative Agent for
acceptance by it and recording by the Administrative Agent pursuant to the
Credit Agreement, effective as of the Effective Date (which shall not, unless
otherwise agreed to by the Administrative Agent, be earlier than five Business
Days after the date of such acceptance and recording by the Administrative
Agent).

            v     Upon such acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor and Assignee. The Assignor and the Assignee shall make
all appropriate adjustments in payments by the Administrative Agent for periods
prior to the Effective Date or with respect to the making of this assignment
directly between themselves.

            vi    From and after the Effective Date, (a) the Assignee shall,
with respect to the Assigned Interest, be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and under the other Loan Documents and shall
be bound by the provisions thereof and (b) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights (except
pursuant to Sections 2.21, 2.22 and 10.5 of the Credit Agreement) and be
released from its obligations under the Credit Agreement.

            vii   This Assignment and Acceptance shall be governed by and
construed in accordance with the law of the State of New York.

            viii  This Agreement may be executed by one or more of the parties
to this Agreement on any number of separate counterparts (including by facsimile
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.



                                                                               3

            IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Acceptance to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.



                                                                               4

                                                                      Schedule 1
                                                    to Assignment and Acceptance

Re: Assignment and Acceptance relating to the Credit Agreement, dated as of June
17, 2005 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among MasterCard Incorporated, a Delaware corporation (the
"Borrower"), MasterCard International Incorporated, a Delaware corporation, the
several banks and other financial institutions from time to time parties thereto
(the "Lenders"), JPMorgan Chase Bank, N.A., as back-up administrative agent for
the Lenders (in such capacity, the "Backup Agent"), and Citibank, N.A., as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent" ).

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

                     Credit                              Principal
               Facility Assigned                      Amount Assigned

            Revolving Credit                            $_________

The terms set forth above are hereby agreed to by:

[NAME OF ASSIGNEE]                                  [NAME OF ASSIGNOR]

By___________________________                      By___________________________
Name:                                              Name:
Title:                                             Title:

Accepted:                                          Consented To:

CITIBANK, N.A., as                                 MASTERCARD INCORPORATED
Administrative Agent

By___________________________                      By___________________________
Name:                                              Name:
Title:                                             Title:



                                                                       EXHIBIT I

                          [FORM OF CLOSING CERTIFICATE]

                               CLOSING CERTIFICATE

            Pursuant to subsections 4.1 (c), 4.1(d), 4.1(e) and 4.1(f) of the
Credit Agreement, dated as of June 17, 2005 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among MasterCard
Incorporated, a Delaware corporation ("the "Borrower"), MasterCard International
Incorporated, a Delaware corporation ("International"), the several banks and
other financial institutions from time to time parties thereto (the "Lenders"),
JPMorgan Chase Bank, N.A., as Backup Agent for the Lenders, and Citibank, N.A.,
as Administrative Agent for the Lenders, the undersigned, ________ of [Borrower]
[International] ______________, hereby certifies as follows:

            1.    The representations and warranties of [Borrower]
      [International] set forth in the Credit Agreement and each of the other
      Loan Documents to which it is a party are true and correct on and as of
      the date hereof as if made on and as of the date hereof;

            2.    No Default or Event of Default has occurred and is continuing
      as of the date hereof or will occur after giving effect to the making of
      the Loans on the date hereof or the consummation of each of the
      transactions contemplated by the Loan Documents; and

            3.    ____________ is and at all times since _______ __, _____, has
      been the duly elected and qualified [Assistant] Secretary of [Borrower]
      [International] and the signature set forth on the signature line for such
      officer below is such officer's true and genuine signature;

            and the undersigned [Assistant] Secretary of [Borrower]
      [International] hereby certifies as follows:

            4.    There are no liquidation or dissolution proceedings pending or
      to my knowledge threatened against [Borrower] [International] or any of
      its Subsidiaries, nor has any other event occurred affecting or
      threatening the corporate existence of [Borrower] [International] or any
      of its Subsidiaries;

            5.    [Borrower] [International] is a corporation duly incorporated,
      validly existing and in good standing under the laws of Delaware and
      attached hereto as Exhibit A is a certificate issued by the Secretary of
      State of the State of Delaware certifying as to the good standing of
      [Borrower][International];

            6.    (i) Attached hereto as Exhibit B is a true and complete copy
      of resolutions duly adopted by the Board of Directors of [Borrower]
      [International] on __________ __, _____, approving and authorizing the
      execution, delivery and performance of the Credit Agreement and the other
      Loan Documents to which [Borrower][International] is a party; such
      resolutions have not in any way been amended, modified, revoked or
      rescinded and have been in full force and effect since their adoption to
      and including the date hereof and are now in full force and effect; such
      resolutions are the only corporate proceedings of



                                                                               2

      [Borrower] [International] now in force relating to or affecting the
      matters referred to therein;

                  (ii) attached hereto as Exhibit C is a true and complete copy
      of the by-laws of [Borrower] [International] as amended or restated on or
      prior to the date hereof and as in effect at all times since ______ __,
      _____, to and including the date hereof, and

                  (iii) attached hereto as Exhibit D is a true and complete copy
      of the certificate of incorporation of [Borrower] [International], as
      amended or restated on or prior to the date hereof and as in effect at all
      times since _______ __, _____, to and including the date hereof; and

            7. The following persons are now duly elected and qualified officers
      of [Borrower] [International], holding the offices indicated next to their
      respective names below, and such officers have held such offices with
      [Borrower] [International] at all times since _______ __, _____, to and
      including the date hereof, and the signatures appearing opposite their
      respective names below are the true and genuine signatures of such
      officers, and each of such officers is duly authorized to execute and
      deliver on behalf of [Borrower] [International], the Credit Agreement and
      the other Loan Documents to which it is a party and any certificate or
      other document to be delivered by [Borrower] [International] pursuant to
      the Credit Agreement or any such Loan Document:

        Name                         Office                     Signature

        [ ]                   [ ] ________________

        [ ]                   [ ] ________________

            Unless otherwise defined herein, capitalized terms which are defined
in the Credit Agreement and used herein are so used as so defined.

                     [remainder of page intentionally blank]



                                                                               3

            IN WITNESS WHEREOF, the undersigned have hereunto set our names and
affixed the corporate seal.

MASTERCARD INCORPORATED                 MASTERCARD INTERNATIONAL INCORPORATED

By: ___________________________         By: ___________________________
  Name:                                   Name:
  Title: Treasurer                        Title: Treasurer
By: ___________________________         By: ___________________________
  Name:                                   Name:
  Title: [Assistant] Secretary            Title: [Assistant] Secretary

Date:  __________, 2005



                                                                       EXHIBIT J

                        [FORM OF COMPLIANCE CERTIFICATE]

            Pursuant to subsection 5.2(b) of the Credit Agreement, dated as of
June 17, 2005 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among MasterCard Incorporated, a Delaware corporation
(the "Borrower"), MasterCard International Incorporated, a Delaware corporation,
the several banks and other financial institutions from time to time parties
thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as Backup Agent for the
Lenders, and Citibank, N.A., as Administrative Agent for the Lenders, the
undersigned, ______________ of the Borrower, hereby certifies that during the
period from [_______] to [_________] (the "Reporting Period"), except as set
forth on Schedule I hereto:

            1.    The representations and warranties of the Borrower set forth
      in the Credit Agreement and each of the other Loan Documents or which are
      contained in any certificate, document or financial or other statement
      furnished pursuant to or in connection with the Credit Agreement are true
      and correct in all material respects on and as of the date hereof with the
      same effect as if made on the date hereof, except for representations and
      warranties expressly stated to relate to a specific earlier date, in which
      case such representations and warranties were true and correct as of such
      earlier date;

            2.    To the best of my knowledge, during Reporting Period, the
      Borrower has observed or performed all of its covenants and other
      agreements, and satisfied every condition, contained in the Credit
      Agreement, including the negative covenant set forth in Section 6.1 of the
      Credit Agreement, and the other Loan Documents to be observed, performed
      or satisfied by it.

            3.    No Default or Event of Default has occurred and is continuing
      as of the date hereof.

            Unless otherwise defined herein, capitalized terms which are defined
in the Credit Agreement and used herein are so used as so defined.



                                                                               2

            IN WITNESS WHEREOF, the undersigned has hereunto set his or her name
and affixed the corporate seal.

                                        MASTERCARD INCORPORATED

                                        By: ___________________________________
                                        Name: _________________________________
                                        Title: ________________________________

Date: __________ __, 200__



                                                                               3

                                                                   Schedule I to
                                                          Compliance Certificate

                                  [DISCLOSURE]



                                                                     EXHIBIT K-1

                         [FORM OF NEW LENDER SUPPLEMENT]

            SUPPLEMENT, dated ___________, to the Credit Agreement dated as of
June 17, 2005 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among MASTERCARD INCORPORATED, a Delaware corporation
(the "Borrower"), MASTERCARD INTERNATIONAL INCORPORATED, a Delaware corporation,
the several banks and other financial institutions parties thereto (the
"Lenders"), JPMORGAN CHASE BANK, N.A., as back-up administrative agent (in such
capacity, the "Backup Agent") and CITIBANK, N.A., as administrative agent (in
such capacity, the "Administrative Agent") for the Lenders.

                              W I T N E S S E T H :

            WHEREAS, the Credit Agreement provides in subsection 2.25(b) thereof
that any bank, financial institution or other entity, although not originally a
party thereto, may become a party to the Credit Agreement with the consent of
the Borrower and the Administrative Agent by executing and delivering to the
Borrower and the Administrative Agent a supplement to the Credit Agreement in
substantially the form of this Supplement; and

            WHEREAS, the undersigned was not an original party to the Credit
Agreement but now desires to become a party thereto;

            NOW, THEREFORE, the undersigned hereby agrees as follows:

            1.    The undersigned agrees to be bound by the provisions of the
      Credit Agreement, and agrees that it shall, on the date this Supplement is
      accepted by the Borrower and the Administrative Agent, become a Lender for
      all purposes of the Credit Agreement to the same extent as if originally a
      party thereto, with a Commitment of $____.

            2.    The undersigned (a) represents and warrants that it is legally
      authorized to enter into this Supplement; (b) confirms that it has
      received a copy of the Credit Agreement, together with copies of the
      financial statements delivered pursuant to Section 3.1 thereof and such
      other documents and information as it has deemed appropriate to make its
      own credit analysis and decision to enter into this Supplement; (c) agrees
      that it has made and will, independently and without reliance upon the
      Administrative Agent or any other Lender and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own credit decisions in taking or not taking action under the Credit
      Agreement or any instrument or document furnished pursuant hereto or
      thereto; (d) appoints and authorizes the Administrative Agent to take such
      action as administrative agent on its behalf and to exercise such powers
      and discretion under the Credit Agreement or any instrument or document
      furnished pursuant hereto or thereto as are delegated to the
      Administrative Agent by the terms thereof, together with such powers as
      are incidental thereto; and (e) agrees that it will be bound by the
      provisions of the Credit Agreement and will perform in accordance with its
      terms all the obligations which by the terms of the Credit Agreement are
      required to be performed by it as a Lender including, without limitation,
      if it is organized under the laws of a



                                                                               2

      jurisdiction outside the United States, its obligation pursuant to
      subsection 2.23(b) of the Credit Agreement.

            3.    The undersigned's address for notices for the purposes of the
      Credit Agreement is as follows:

            4.    Terms defined in the Credit Agreement shall have their defined
      meanings when used herein.

            IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

                                        [INSERT NAME OF LENDER]

                                        By____________________________
                                          Name:
                                          Title:

Accepted this _____ day of
______________, ________.

MASTERCARD INCORPORATED

By_______________________
  Name:
  Title:

Accepted this _____ day of
______________, ________.

CITIBANK, N.A., as Administrative Agent

By_____________________
  Name:
  Title:



                                                                     EXHIBIT K-2

                    [FORM OF COMMITMENT INCREASE SUPPLEMENT]

            SUPPLEMENT, dated ____________, to the Credit Agreement dated as of
June 17, 2005 (as amended, supplemented otherwise modified from time to time,
the "Credit Agreement"), among MASTERCARD INCORPORATED, a Delaware corporation
(the "Borrower"), MASTERCARD INTERNATIONAL INCORPORATED, a Delaware corporation,
the several banks and other financial institutions parties thereto (the
"Lenders"), JPMORGAN CHASE BANK, N.A., as back-up agent (in such capacity, the
"Backup Agent") and CITIBANK, N.A., as administrative administrative agent (in
such capacity, the "Administrative Agent") for the Lenders.

                              W I T N E S S E T H :

            WHEREAS, the Credit Agreement provides in subsection 2.25(c) thereof
that any Lender with (when applicable) the consent of the Borrower may increase
the amount of its Commitment by executing and delivering to the Borrower and the
Administrative Agent a supplement to the Credit Agreement in substantially the
form of this Supplement; and

            WHEREAS, the undersigned now desires to increase the amount of its
Commitment under the Credit Agreement;

            NOW THEREFORE, the undersigned hereby agrees as follows:

            1.    The undersigned agrees, subject to the terms and conditions of
      the Credit Agreement, that on the date this Supplement is accepted by the
      Borrower and the Administrative Agent it shall have its Commitment
      increased by $ ________, thereby making the amount of its Commitment
      $________.

            2.    Terms defined in the Credit Agreement shall have their defined
      meanings when used herein.

                     [remainder of page intentionally blank]



                                                                               2

            IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

                                        [INSERT NAME OF LENDER]

                                        By____________________________
                                          Name:
                                          Title:

Accepted this ________ day of
______________, ________.

MASTERCARD INCORPORATED

By____________________
  Name:
  Title:

Accepted this ________ day of
______________, ________.

CITIBANK, N.A., as Administrative Agent

By_____________________
  Name:
  Title:

EX-10.2

Exhibit 10.2

MASTERCARD INTERNATIONAL INCORPORATED
SENIOR EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN

     MasterCard International Incorporated (the “Company”) has adopted the MasterCard International Incorporated Senior Executive Annual Incentive Compensation Plan (the “Plan”) to reward senior executives for successfully achieving performance goals that are in direct support of corporate and business unit/regional goals.

ARTICLE I

DEFINITIONS

     Section 1.1 “Board” shall mean the Global Board of Directors of the Company.

     Section 1.2 “Code” shall mean the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein shall be deemed to include a reference to the regulations promulgated under such section.

     Section 1.3 “Committee” shall mean the Compensation Committee of the Global Board of Directors of the Company, or such other committee or subcommittee designated by the Board to administer the Plan.

     Section 1.4 “Disability” shall mean total and permanent disability in accordance with the Company’s long-term disability plan, as determined by the Committee.

     Section 1.5 “Executive Officer” shall mean a person who is a member of the Company’s Policy Committee, or its equivalent.

     Section 1.6 “Participant” shall mean, with respect to any Performance Period, any Executive Officer selected by the Committee to participate in the Plan with respect to that Performance Period.

     Section 1.7 “Performance Period” shall mean a period of no less than 90 days for which incentive compensation shall be paid hereunder, as established by the Committee.

ARTICLE II

BONUS AWARDS

     Section 2.1 Performance Targets.

     (a) The Committee (or subcommittee described in Section 5.1(a) below), will establish performance targets for each Performance Period. The performance targets for a Performance Period shall be based upon one or more of the following objective business criteria: (i) revenue; (ii) earnings (including earnings before interest, taxes, depreciation and amortization, earnings before interest and taxes, and earnings before or after taxes); (iii) operating income; (iv) net income; (v) profit margins; (vi) earnings per share; (vii) return on assets; (viii) return on equity; (ix) return on invested capital; (x) economic value-added; (xi) stock price; (xii) gross dollar volume; (xiii) total shareholder return; (xiv) market share; (xv) book value; (xvi) expense management; and (xvii) cash flow. The foregoing criteria may relate to the Company, one or more of its affiliated employers or subsidiaries or one or more of its divisions, regions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, the performance targets must be calculated without regard to extraordinary, unusual

and/or non-recurring items that decrease earnings or other performance targets, and with regard to such extraordinary, unusual, and/or non-recurring items that increase earnings or other performance targets.

    (b) The performance targets shall be established by the Committee (or subcommittee) for a Performance Period (i) while the outcome for that Performance Period is substantially uncertain and (ii) no more than 90 days or, if less, the number of days which is equal to 25 percent of the relevant Performance Period, after the commencement of the Performance Period to which the performance target relates, or as otherwise permitted pursuant to Section 162(m) of the Code (or any successor section thereto).

     Section 2.2 Bonus Awards.

     (a) The maximum bonus award payable to any Participant with respect to any calendar year of the Company shall not exceed $6,000,000.

(b) Prior to the payment of a bonus award to any Participant, the Committee (or subcommittee described in Section 5.1(a) below) shall certify in writing the level of performance attained for the Performance Period to which such bonus award relates. The Committee shall have no discretion to increase the amount of a Participant’s maximum bonus award that would otherwise be payable to the Participant upon the achievement of specified levels of the performance target established by the Committee, however, the Committee may exercise negative discretion to make an award to any Participant for any Performance Period in an amount that is less than such maximum bonus award.

ARTICLE III

PAYMENT OF BONUS AWARD

     Section 3.1 Form of Payment. Each Participant’s bonus award shall be paid in cash.

     Section 3.2 Timing of Payment. Unless otherwise elected by the Participant pursuant to Section 3.3 below, each bonus award shall be paid no later than 2 ¹/2 months after the end of the Performance Period.

     Section 3.3 Deferral of Payment. Payments of bonus awards under the Plan are eligible for deferral as allowed under the MasterCard International Incorporated Deferral Plan.

ARTICLE IV

TRANSFERS, TERMINATIONS AND NEW EXECUTIVE OFFICERS

     Section 4.1 Terminations. A Participant who, whether voluntarily or involuntarily, is terminated, demoted, transferred or otherwise ceases to be an Executive Officer (otherwise than by death, disability, termination by the Company without cause, or termination by the Participant with good reason) at any time prior to the date a bonus award is paid in respect of a Performance Period shall not be eligible to receive any bonus award with respect to such Performance Period. In the event of a Participant’s death during a Performance Period or prior to the date a bonus award is paid in respect of a Performance Period, the Participant shall receive the target award payable for the Performance Period of the Participant’s death. In the event of a Participant’s termination by reason of disability, termination by the Company without cause, or termination by the Participant with good reason during the Performance Period or prior to the date a bonus award is paid in respect of a Performance Period, the Participant shall receive a partial target award, prorated based on the portion of the Performance Period that elapsed prior to such termination of employment.

ARTICLE V

ADMINISTRATION

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     Section 5.1 Administration.

     (a) The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof; it is expected that, in the event the Committee is not comprised solely of “outside directors” within the meaning of Section 162(m) of the Code, a subcommittee comprised solely of at least two individuals who qualify as “outside directors” within the meaning of Section 162(m) of the Code (or any successor section thereto) shall establish and administer the performance goals and certify that the performance goals have been attained; provided, however, that the failure of the subcommittee to be so constituted shall not impair the validity of any bonus award granted by such subcommittee.

     (b) It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Committee’s decisions or actions in respect thereof shall be conclusive and binding upon any and all Participants and their beneficiaries, successors and assigns, and all other persons.

ARTICLE VI

OTHER PROVISIONS

     Section 6.1 Term. This Plan shall be effective as of January 1, 2005, with respect to bonus awards granted on or after January 1, 2005.

     Section 6.2 Amendment, Suspension or Termination of the Plan. This Plan does not constitute a promise to pay and may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee; provided, however, that any such amendment or modification shall comply with all applicable laws and applicable requirements for exemption (to the extent necessary) under Section 162(m) of the Code.

     Section 6.3 Approval of Plan by Stockholders. The Plan shall be submitted for the approval of the Company’s stockholders at the annual meeting of stockholders to be held in May 2005. In the event that the Plan is not so approved, no bonus award shall be payable under the Plan, and the Plan shall terminate and shall be null and void in its entirety.

     Section 6.4 Bonus Awards and Other Plans. Nothing contained in the Plan shall prohibit the Company from granting awards or authorizing other compensation to any Executive Officer under any other plan or authority or limit the authority of the Company to establish other special awards or incentive compensation plans providing for the payment of incentive compensation to the Executive Officers.

     Section 6.5 Miscellaneous.

     (a) The Company shall deduct all federal, state and local taxes required by law to be withheld from any bonus award paid to a Participant hereunder.

     (b) In no event shall the Company be obligated to pay to any Participant a bonus award for a Performance Period by reason of the Company’s payment of a bonus award to such Participant in any other Performance Period.

     (c) The rights of Participants under the Plan shall be unfunded and unsecured. Amounts payable under the Plan are not and will not be transferred into a trust or otherwise set aside, except as provided in the MasterCard International Incorporated Deferral Plan, in the event of a deferral thereunder. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any bonus award under the Plan.

3

     (d) Nothing in this Plan or in any instrument executed pursuant hereto shall confer upon any person any right to continue in the employment or other service of the Company, or shall affect the right of the Company to terminate the employment or other service of any person at any time with or without cause.

     (e) No rights of any Participant to payments of any amounts under the Plan shall be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of other than by will or by laws of descent and distribution, and any such purported sale, exchange, transfer, assignment, pledge, hypothecation or disposition shall be void.

     (f) Any provision of the Plan that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Plan.

     (g) The validity, construction, interpretation and administration of the Plan and any bonus awards under the Plan and of any determinations or decisions made thereunder, and the rights of all persons having or claiming to have any interest herein or thereunder, shall be governed by, and determined exclusively in accordance with, the laws of New York (determined without regard to its conflict of laws provisions).

4

EX-10.3

Exhibit 10.3

MASTERCARD INTERNATIONAL INCORPORATED

SENIOR EXECUTIVE INCENTIVE PLAN
Plan Document

1.	Purpose
	The Senior Executive Incentive Plan (the “Plan”) is designed to support the strategic commitment to attract, retain and motivate senior executives of MasterCard International Incorporated (the “Company”) and Affiliated Employers by providing a long-term incentive opportunity that is based on the Company’s and/or Affiliated Employer’s achievement of its long-term performance goals.
2.	Definitions
	For purposes of this Plan, the following terms shall have the meanings set forth below:
	“Affiliated Employer” shall mean (i) any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code), which includes the Company, (ii) any trade or business (whether or not incorporated), which is under common control (as defined in Section 414(c) of the Code) with the Company, (iii) any organization (whether or not incorporated) which is a member of an affiliated services group (as defined in Section 414(m) of the Code) which includes the Company, and (iv) any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code.
	“Board” shall mean the Global Board of Directors of the Company.
	“Cause” shall mean (i) the willful failure by the Participant to perform his duties or responsibilities as an employee of the Employer (other than due to Disability), (ii) the Participant’s having been convicted of, or entered a plea of guilty or nolo contendere to, a crime that constitutes a felony, or a crime that constitutes a misdemeanor involving moral turpitude, (iii) the material breach by the Participant of any written covenant or agreement with the Company or an Affiliated Employer not to disclose any information pertaining to the Company and/or its Affiliated Employers, or (iv) the breach by the Executive of the Code of Conduct, or any material provision of the following Company policies: discrimination, substance abuse, workplace violence, nepotism, travel and entertainment, corporation information security, antitrust/competition law, foreign corrupt practices act, and similar policies, whether currently in effect or later adopted.
	“Change in Control” means: (i) if (a) at any time three stockholders have become entitled to cast at least 45 percent of the votes eligible to be cast by all the stockholders of MasterCard Incorporated on any issue, (b) at any time, a plan or agreement is approved by the stockholders of MasterCard Incorporated to sell, transfer, assign, lease or exchange (in one transaction or in a series of transactions) all or substantially all of the Company’s or MasterCard Incorporated’s assets, (c) at any time, a plan is approved by the stockholders of MasterCard Incorporated for the sale, liquidation or dissolution of the Company or MasterCard Incorporated or (d) at any time MasterCard Incorporated shall cease to be the sole class B member of the Company or otherwise cease to control substantially all voting rights in the Company. The foregoing notwithstanding, a reorganization in which the stockholders of MasterCard Incorporated continue to have all of the ownership rights in the continuing entity shall not in and of itself be deemed a “Change in Control” under (b), (c) and/or (d);
	(ii) the approval by the stockholders of MasterCard Incorporated of (a) any consolidation or merger involving MasterCard Incorporated in which MasterCard Incorporated is not the continuing or surviving corporation or pursuant to which shares of stock of MasterCard Incorporated would be converted into cash, securities or other property, other than a merger in

which the holders of the stock immediately prior to the merger will have the same proportionate ownership interest (i.e., still own 100% of total) of common stock of the surviving corporation immediately after the merger;

(iii) any “person” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than MasterCard Incorporated or a subsidiary or employee benefit plan or trust maintained by MasterCard Incorporated any of its subsidiaries, becoming (together with its “affiliates” and “associates”, as defined in Rule 12b-2 under the Exchange Act) the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than twenty-five percent (25%) of the stock of MasterCard Incorporated outstanding at the time, without the prior approval of the Board; or

(iv) a majority of the voting directors of MasterCard Incorporated proposed on a slate for election by stockholders of MasterCard Incorporated are rejected by a vote of such stockholders.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Compensation Committee of the Global Board of Directors of the Company, or such other committee, or subcommittee of the Compensation Committee, as further described in Section 9(a), designated by the Board to administer the Plan.

“Determination Date” shall have the meaning set forth in Section 5(b).

“Disability” shall mean total and permanent disability in accordance with the Company’s or an Affiliated Employer’s long-term disability plan, as determined by the Committee.

“Employer” shall mean the Company or an Affiliated Employer that adopts the Plan with the approval of the Board. Appendix A contains a list of each Employer.

“Participant” shall mean an eligible employee to whom a Performance Unit award has been granted.

“Performance Levels” shall mean, with respect to the Performance Measures (on an aggregate basis), the following degrees of achievement: Below Threshold, Threshold, Target, and Superior.

“Performance Measures” shall mean one or more objective performance goals established by the Committee with respect to each award of Performance Units, based upon one or more of the following objective business criteria: (i) revenue; (ii) earnings (including earnings before interest, taxes, depreciation, and amortization, earnings before interest and taxes, and earnings before or after taxes); (iii) operating income; (iv) net income; (v) profit margins; (vi) earnings per share; (vii) return on assets; (viii) return on equity; (ix) return on invested capital; (x) economic value-added; (xi) stock price; (xii) gross dollar volume; (xiii) total shareholder return; (xiv) market share; (xv) book value; (xvi) expense management; and (xvii) cash flow. The foregoing criteria may relate to the Company, one or more of its Affiliated Employers or subsidiaries or one or more of its divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, the Performance Measures shall be calculated without regard to extraordinary, unusual and/or non-recurring items that decrease earnings or other Performance Measures, and with regard to such extraordinary, unusual, and/or non-recurring items that increase earnings or other Performance measures.

“Performance Period” shall mean, with respect to each award of Performance Units, the three-year period beginning on the date such award is granted, or such other period of no less than 90 days, as may be established by the Committee at the time of grant.

2

	“Performance Unit” shall mean a performance unit award granted under the Plan.
	“Post-Performance Period” shall have the meaning set forth in Section 7(b).
	“Retirement” shall mean termination from service by a Participant occurring on or after the earliest of: (i) attaining age 65 while in service, (ii) attaining age 60 while in service and completing five years of service, and (iii) attaining age 55 while in service and completing ten years of service.
	“Twelve-Month Cycle” shall mean any twelve-month period ending with an anniversary date of the date of a grant of a Performance Unit award that occurs on or before the end of the Vesting Period with respect to that award.
	“Unit Value” shall be the value of a Performance Unit as determined in accordance with Section 5.
	“Vesting Period” shall mean, with respect to each grant of Performance Units, the period during which such Performance Units may become vested, as set forth in the certificate or written agreement provided to the Participant with respect to the grant, beginning on the date of grant.
3.	Eligibility
	Employees who are designated as members of the Company’s Policy Committee, or its equivalent, are eligible for participation in any Performance Period provided they have achieved the minimum performance evaluation rating required for participation as determined by the Committee and have been designated to the appropriate level by March 31 of the first calendar year of the Performance Period. In addition, the Committee and/or the Chief Executive Officer may designate any other employee as eligible to participate in the Plan.
4.	Performance Unit Awards

(a)

Subject to the provisions of this Plan, the eligible employees to whom a grant of one or more Performance Units is awarded shall be determined by the CEO of the Company with approval by the Committee and evidenced by a certificate or written agreement provided to each such Participant. Subject to Sections 6 and 7 of the Plan, each Performance Unit grant shall entitle a Participant to receive a cash payment equal to the Unit Value, as adjusted under Section 5(a) below, of such Performance Unit. Unit Value shall be determined in accordance with Section 5.

(b)

The Committee shall specify the terms and conditions of each award of Performance Units, including the applicable vesting schedule, Performance Period, Performance Measures, Performance Levels, and resulting Unit Value as a consequence of the specified Performance Levels. The Performance Measures shall be established by the Committee for a Performance Period (i) while the outcome for that Performance Period is substantially uncertain and (ii) no more than 90 days or, if less, the number of days which is equal to 25 percent of the relevant Performance Period, after the commencement of the Performance Period to which the Performance Measure relates, or as otherwise permitted pursuant to Section 162(m) of the Code (or any successor section thereto). The Committee may condition the grant of a new award on the surrender of an outstanding award. Any such new award shall be subject to the terms and conditions specified by the Committee at the time the new award is granted, in accordance with the provisions of the Plan and without regard to the terms of the surrendered award.

5. Unit Value

3

(a) Subject to the negative adjustments described in this Section 5(a), the Unit Value of a Performance Unit shall be determined based upon the achievement of Performance Levels as of the Determination Date as follows.

Performance Level	Unit Value
Below Threshold	$	0
Threshold	$	50
Target	$	100
Superior	$	200

Determinations as to the achievement of Performance Levels shall be made by the Committee in its sole discretion, and the Committee shall so certify. Where the Committee specifies in the grant, the Committee will determine the Unit Value based on interpolation in the event that performance between Performance Levels is achieved (i.e., between Threshold and Target or Target and Superior), and where the Committee does not so specify, the Unit Value will be based on the highest Performance Level achieved. The grant may provide for interpolation as to certain Performance Measures, but not as to others. The Unit Value of all or any subset of the Performance Units awarded actually paid to a given Participant may be less than the Unit Value determined by the applicable Performance Measure formula, at the discretion of the Committee.

(b)

The Committee shall certify that it has determined the Performance Level achieved for a Performance Period and has determined Unit Value, including any adjustments under Section 5(a) above, during the 60-day period following the Determination Date. Except as otherwise provided by the Committee, the Determination Date shall be the last day of the Performance Period to which a Performance Unit relates; provided that, if a Participant terminates employment prior to the end of the Performance Period due to death or Disability, termination by the Company without Cause, or termination by the participant with good reason, the Determination Date with respect to any Performance Units relating to such Performance Period shall be deemed to be the last day of employment and the Performance Level achieved with respect to any such Performance Units shall be deemed to be Target. Provided, further, that, in the event of a Change in Control during a Performance Period, the Determination Date with respect to Performance Units relating to such Performance Period for key executives as defined in the MasterCard Change of Control policy or who are parties to a “Change-in-Control” agreement with the Company or an Affiliated Employer shall be deemed to be the date of the Change in Control, and the Performance Level achieved shall be deemed to be target or as otherwise provided in the Change-in-Control agreement. In the event the Company receives approval from the Internal Revenue Service that such a provision will not adversely affect the qualification as performance-based compensation under Section 162(m) of the Code of grants under the Plan to Participants who do not terminate during a Performance Period due to Retirement, if a Participant terminates employment prior to the end of the Performance Period due to Retirement after performance of six months of services in the Performance Period, the Determination Date with respect to any Performance Units relating to such Performance Period shall be deemed to be the last day of employment and the Performance Level achieved with respect to any such Performance Units shall be deemed to be Target.

6. Vesting

(a) Each Performance Unit shall vest subject to such terms and conditions as the Committee may, in its sole discretion, determine; provided that, unless otherwise provided by the Committee at the time of award, Performance Units which relate to a three-year Performance Period shall vest in annual increments according to the following schedule, but only to the extent that the Participant completes 1,000 hours of service in each

4

Twelve-Month Cycle and is employed on the last day of the respective Twelve-Month Cycle:

Twelve-Month
Cycle Ending
on the Following Anniversary of	% of Performance
the Date of Grant	Units Vested
1st Anniversary		26 2/3	%
2nd Anniversary		26 2/3	%
3rd Anniversary		26 2/3	%
4th Anniversary		0	%
5th Anniversary		20	%

(b)	Except as otherwise determined by the Committee or as provided in Section 6(c), upon termination of a Participant’s employment for any reason, all then unvested Performance Units (including those relating to the Twelve-Month Cycle in which a Participant terminates employment, and subsequent Twelve-Month Cycles during the Vesting Period for the award) shall be forfeited; provided, however, that (i) upon a Participant’s termination of employment due to death or Disability, or due to Retirement after performance of at least six months of services in the Performance Period, all of the Participant’s Performance Units shall immediately vest and none shall be forfeited, and (ii) in the event of a Change in Control, key executives as defined in the MasterCard Change of Control policy or who are parties to a “Change-in-Control” agreement with the Company or an Affiliated Employer shall be eligible for immediate vesting in all unvested awards.
(c)	Notwithstanding the foregoing, if a Participant ceases to be employed during a Twelve-Month Cycle within a Vesting Period, but is rehired either during the same Twelve-Month Cycle or during a subsequent Twelve-Month Cycle in the same Vesting Period, the Participant shall be eligible to vest in the previously forfeited Performance Units under that award that relate to the Twelve-Month Cycle of rehiring and subsequent Twelve-Month Cycles if the Participant otherwise meets the terms and conditions specified in the award and completes 1,000 hours of service in and is employed on the last day of the Twelve-Month Cycle; provided, however, that, in order to vest in the Performance Units relating to the final Twelve-Month Cycle in the Vesting Period, the Participant must also have been employed on the first day of that final Twelve-Month Cycle.
(d)	Notwithstanding the foregoing Section 6(a), (i) upon a Participant’s termination of employment for Cause or (ii) upon a Participant’s violation of the noncompetition provisions set forth in Section 7(c) below, all vested but unpaid Performance Units held by the Participant shall be forfeited in full, without any right to payment from the Company. The Committee in its sole discretion shall determine whether a termination was for Cause.

7. Payment

(a)

Except as otherwise determined by the Committee at the time of grant of a Performance Unit, or as otherwise elected by the Participant pursuant to Section 7(d) below, within 60 days after the Committee’s certification of the Unit Value in accordance with Section 5, Participant shall receive a cash payment in respect of each vested Performance Unit equal to such Unit Value for the completed Performance Period.

(b)

Except as otherwise determined by the Committee at the time of grant of a Performance Unit, or as otherwise elected by the Participant pursuant to Section 7(d) below, (i) if

5

Participant remains employed such that he or she vests in Performance Units for a Twelve-Month Cycle in the portion of the Vesting Period that extends beyond the Performance Period (the “Post-Performance Period”) the Participant shall receive, within 60 days after the end of the Vesting Period, an additional cash payment in respect of each Performance Unit which has not yet been paid pursuant to paragraph (a) above equal to the Unit Value. If a Participant terminates employment due to death or Disability, termination by the Company without Cause, termination by the Participant for good reason, or Retirement during the Post-Performance Period, subject to Section 7(c) below, the Participant shall receive, within 60 days of the termination, or if longer, within 60 days of the Committee’s certification of Performance Level and determination of Unit Value under Section 5(b), an additional cash payment in respect of each Performance Unit which has not yet been paid pursuant to paragraph (a) above equal to the Unit Value. In the event of a Change-in-Control during the Post-Performance Period, the Participant shall receive, within 60 days of the Change in Control, or, if longer, within 60 days of the Committee’s certification of Performance Level and determination of Unit Value under Section 5(b), an additional cash payment in respect of each Performance Unit which has not yet been paid pursuant to paragraph (a) above equal to the Unit Value.

(c)	In the event a Participant voluntarily terminates employment other than by reason of Disability, no payment otherwise due under Section 7(a) or (b) above shall be made before 120 days after such voluntary termination. In the event that, during the 120 days following such voluntary termination, the Participant directly or indirectly engages or invests in any business or activity that is directly or indirectly in competition with any business or activity engaged in by the Company or an Affiliated Employer, including, but not limited to, any credit, charge, chip, or debit card business or processor, the Participant’s Performance Units shall not be paid and, pursuant to Section 6(d)(ii) above, shall be forfeited in full. For purposes of the preceding sentence, the Participant shall be deemed to be engaged in any business in which any person for whom he shall perform services is engaged. Notwithstanding the foregoing, nothing herein shall prohibit the Participant from having a beneficial ownership interest of less than 3% of the outstanding amount of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on a national securities exchange or quoted on an inter-dealer quotation system. The Participant shall not be treated as engaged or invested in any business in competition with that of the Company or an Affiliated Employer if the Participant performs services or engages in business or activities for a MasterCard member, provided that the MasterCard member is not a party to a brand dedication agreement with VISA USA, VISA International, American Express, JCB, Discover, Diners Club, Carte Blanche or any other competitor of the Company or an Affiliated Employer, the term of which is two years or more. In the event that, during the 120 days following such voluntary termination, the Participant does not engage in or invest in any such competitive business or activity, and certifies to that effect on forms provided by the Company, the Participant’s otherwise vested Performance Units shall be paid.
(d)	Payments of Performance Units under Sections 7(a) and 7(b) above are eligible for deferral under the terms and conditions of the MasterCard International Incorporated Deferral Plan, as amended from time to time. In the event a Participant who has made a Deferred Performance Units Election under the MasterCard International Incorporated Deferral Plan voluntarily terminates employment, Sections 6(d)(ii) and 7(c) will apply to those payments that, in the absence of the Deferred Performance Units Election, would have been paid in the 120 days following termination.
(e)	The maximum cash payment for all awards payable for any three-year performance period, at a Target Performance Level under section 5 above, shall be $8,000,000. In the case of Superior Performance Level, the maximum cash payment for all awards for a three-year Performance Period shall be twice that amount. In the case of a longer or

6

shorter Performance Period, correlative adjustments shall be made to the maximum cash payment.

8.	Term
	The Plan was adopted effective January 1, 2005, so as to allow the Company to provide members of the Company’s Policy Committee with performance-based compensation that complies with section 162(m) of the Code. The terms provided herein shall apply to Performance Units awarded under the Plan on and after January 1, 2005. Amendments to the Plan generally shall be effective on their adoption, subject to shareholder approval required by Section 11.
9.	Administration

(a)

The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof; it is expected that the Committee, or if not the Committee, then the subcommittee, shall consist solely of at least two individuals who are intended to qualify as “outside directors” within the meaning of Section 162(m) of the Code (or any successor section thereto); provided, however, that the failure of the subcommittee to be so constituted shall not impair the validity of any grant made by such subcommittee. The Committee shall determine, in its sole discretion, any question arising in connection with the interpretation or application of the provisions of the Plan and its decisions or actions in respect thereof shall be conclusive and binding upon any and all Participants and their beneficiaries, successors and assigns, and all other persons. All resolutions or actions taken by the Committee shall be by affirmative vote or action of a majority of the members of the Committee.

(b)

Members of the Committee or its delegates shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability with respect to the Plan except for their own gross negligence or willful misconduct in the performance of their duties. The Company shall defend, indemnify and hold harmless each member of the Committee or its delegates against any and all claims, liabilities and costs (including attorney fees) arising in connection with their administration of the Plan except for such member’s own gross negligence or willful misconduct.

10. General Provisions

(a)	Nothing in this Plan or in any instrument executed pursuant hereto shall confer upon any person any right to continue in the employment or other service of the Company or an Affiliated Employer, or shall affect the right of the Company or an Affiliated Employer to terminate the employment or other service of any person at any time with or without cause.
(b)	The grant of Performance Units shall not confer upon a Participant any of the rights of a stockholder of the Company or an Affiliated Employer, and no shares of stock shall be issued pursuant to Performance Units. The rights of a Participant under the Plan shall be no greater than the rights of a general unsecured creditor of the Company or Affiliated Employer.
(c)	In the event a Participant is employed or resides in a country with laws that prescribe certain requirements for long-term incentives to qualify for advantageous tax treatment, the Committee may at its discretion modify the terms of an award to be made under the Plan and procure assumption of any of the Company’s obligations hereunder by an affiliate company, in a manner consistent or inconsistent with the terms of the Plan, for the purpose of qualifying the award under such laws of such country; provided, however, that to the extent possible, the overall terms and

7

	conditions of such an award should not be made more favorable to the recipient than would be permitted if the award had been granted under this Plan as herein set forth.
(d)	Participants shall be solely responsible for the payment of any taxes due in connection with the Plan; provided, however, that the Company shall make such provisions as it may deem appropriate for the withholding of any taxes which the Company determines it or an Affiliated Employer is required to withhold in connection with any award under the Plan.
(e)	By accepting any benefits under the Plan, each Participant, and each person claiming under or through him, shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, all provisions of the Plan and any action or decision under the Plan by the Company, an Affiliated Employer, their agents and employees, and the Committee.
(f)	The validity, construction, interpretation and administration of the Plan and any awards under the Plan and of any determinations or decisions made thereunder, and the rights of all persons having or claiming to have any interest herein or thereunder, shall be governed by, and determined exclusively in accordance with, the laws of New York (determined without regard to its conflict of laws provisions).
(g)	This Plan shall be binding upon and inure to the benefit of the Company, its affiliated companies and their successors or assigns, and all Participants and their beneficiaries, successors, and assigns and all other persons claiming under or through any of them.
(h)	The value of Performance Unit awards shall not be treated as compensation and/or salary for purposes of calculating a Participant’s benefits under any of the Company’s or an Affiliated Employer’s other benefit plans, policies or programs.
(i)	The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall include within its meaning the plural and vice versa.

11.	Approval of Plan by Stockholders
	This Plan shall be submitted for the approval of the Company’s stockholders at the annual meeting of stockholders to be held in May 2005. In the event that the Plan is not so approved, no awards of Performance Unit shall be payable under the Plan, and the Plan shall terminate and shall be null and void in its entirety.
12.	Amendment and Termination
	This Plan may be amended or terminated by the Board or the Committee at any time, for any reason and in any respect; provided, however, that no such amendment or termination of this Plan shall affect adversely any award of Performance Units theretofore granted without the written consent of the holder thereof. Notwithstanding the foregoing:

(a)

The methodology for determining Performance Units and Unit Value may be changed, on a prospective basis, at any time.

(b)

Upon termination of the Plan, the Board or the Committee may provide for the immediate termination of all outstanding Performance Units in exchange for a cash payment equal to the then value of the Performance Units that are outstanding, vested (pursuant to Section 6), and as to which the Committee has certified the Performance Level in accordance with section 5(b). Except in the case of a termination of the Plan as a consequence of a Change of Control, payments for vested awards on termination of the Plan shall not be

8

made before the Committee has certified the Performance Level in accordance with section 5(b). The Board or the Committee also may terminate the Plan and adopt a successor plan or may amend the Plan, and give participants equivalent value in the successor plan or the amended plan for their vested Performance Units in the Plan and equivalent credit in the successor plan or the amended plan for unvested outstanding Performance Units in the Plan.

9

Appendix A

Employers

MasterCard International Incorporated

MasterCard International, LLC

10

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Robert W. Selander, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of MasterCard Incorporated;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2005
By:	/s/ ROBERT W. SELANDER
	Robert W. Selander
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Chris A. McWilton, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of MasterCard Incorporated;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2005
By:	/s/ CHRIS A. MCWILTON
	Chris A. McWilton
	Chief Financial Officer

EX-32.1

     EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MasterCard Incorporated (the “Company”) on Form 10-Q for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert W. Selander, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

     1. The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert W. Selander

Robert W. Selander

President and Chief Executive Officer

August 4, 2005

EX-32.2

     EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MasterCard Incorporated (the “Company”) on Form 10-Q for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chris A. McWilton, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

     1. The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Chris A. McWilton

Chris A. McWilton

Chief Financial Officer

August 4, 2005