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107
-EXHIBIT INDEX
Exhibit
Number Exhibit Description
3.1(a) Amended and Restated Certificate of Incorporation of MasterCard Incorporated (incorporated by
reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed September 23, 2010
(File No. 001-32877)).
3.1(b) Amended and Restated Bylaws of MasterCard Incorporated (incorporated by reference to Exhibit
3.1 to the Company's Current Report on Form 8-K filed September 23, 2010 (File No. 001-32877)).
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 2, 2006 (File No. 001-32877)).
3.2(b) Amended and Restated Bylaws of MasterCard International Incorporated (incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed November 3, 2009 (File No.
001-32877)).
10.1 $3,000,000,000 Credit Agreement, dated as of November 16, 2012, among MasterCard Incorporated,
the several lenders from time to time parties thereto, Citibank, N.A., as managing administrative
agent, and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K filed November 21, 2012 (File No. 001-32877)).
10.2+ Employment Agreement between MasterCard International Incorporated and Ajay Banga, dated as
of July 1, 2010 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form
8-K filed July 8, 2010 (File No. 001-32877)).
10.3+ Employment Agreement between Chris A. McWilton and MasterCard International, amended and
restated as of December 24, 2012 (incorporated by reference to Exhibit 10.4 to the Company's Annual
Report on Form 10-K filed February 14, 2013 (File No. 001-32877)).
10.4+ Employment Agreement between Martina Hund-Mejean and MasterCard International, amended and
restated as of December 24, 2012 (incorporated by reference to Exhibit 10.5 to the Company's Annual
Report on Form 10-K filed February 14, 2013 (File No. 001-32877)).
10.5+ Description of Employment Arrangement with Gary Flood (incorporated by reference to Exhibit
10.11 to the Company's Annual Report on Form 10-K filed February 18, 2010 (File No. 001-32877)).
10.6+ Offer Letter between Ann Cairns and MasterCard International Incorporated, dated June 15, 2011
(incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed
February 16, 2012 (File No. 001-32877)).
10.6.1+ Contract of Employment between MasterCard UK Management Services Limited and Ann Cairns,
dated July 6, 2011 (incorporated by reference to Exhibit 10.8.1 to the Company's Annual Report on
Form 10-K filed February 16, 2012 (File No. 001-32877)).
10.6.2+ Deed of Employment between MasterCard UK Management Services Limited and Ann Cairns, dated
July 6, 2011 (incorporated by reference to Exhibit 10.8.2 to the Company's Annual Report on Form
10-K filed February 16, 2012 (File No. 001-32877)).
10.7+
MasterCard International Incorporated Supplemental Executive Retirement Plan, as amended and
restated effective January 1, 2008 (incorporated by reference to Exhibit 10.18 to the Company's
Annual Report on Form 10-K filed February 19, 2009 (File No. 001-32877)).
10.8+ MasterCard International Senior Executive Annual Incentive Compensation Plan, as amended and
restated effective September 21, 2010 (incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q filed November 2, 2010 (File No. 001-32877)).