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109
Exhibit
Number Exhibit Description
10.23 Form of Indemnification Agreement between MasterCard Incorporated and certain of its director
nominees (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-
Q filed May 2, 2006 (File No. 000-50250)).
10.24 Deed of Gift between MasterCard Incorporated and The MasterCard Foundation (incorporated by
reference to Exhibit 10.28 to Pre-Effective Amendment No. 5 to the Company's Registration Statement
on Form S-1 filed May 3, 2006 (File No. 333-128337)).
10.25 Settlement Agreement, dated as of June 4, 2003, between MasterCard International Incorporated and
Plaintiffs in the class action litigation entitled In Re Visa Check/MasterMoney Antitrust Litigation
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed
August 8, 2003 (File No. 000-50250)).
10.26 Stipulation and Agreement of Settlement, dated July 20, 2006, between MasterCard Incorporated,
the several defendants and the plaintiffs in the consolidated federal class action lawsuit titled In re
Foreign Currency Conversion Fee Antitrust Litigation (MDL 1409), and the California state court
action titled Schwartz v. Visa Int'l Corp., et al. (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q filed November 1, 2006 (File No. 001-32877)).
10.27 Release and Settlement Agreement, dated June 24, 2008, by and among MasterCard Incorporated,
MasterCard International Incorporated and American Express (incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q filed August 1, 2008. (File No. 001-32877)).
10.28** Judgment Sharing Agreement between MasterCard and Visa in the Discover Litigation, dated July
29, 2008, by and among MasterCard Incorporated, MasterCard International Incorporated, Visa Inc.,
Visa U.S.A. Inc. and Visa International Service Association (incorporated by reference to Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q filed August 1, 2008. (File No. 001-32877)).
10.29 Release and Settlement Agreement dated as of October 27, 2008 by and among MasterCard, Discover
and Visa (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-
Q filed November 4, 2008. (File No. 001-32877)).
10.30 Agreement dated as of October 27, 2008, by and among MasterCard International Incorporated,
MasterCard Incorporated, Morgan Stanley, Visa Inc., Visa U.S.A. Inc. and Visa International
Association (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q filed November 4, 2008. (File No. 001-32877)).
10.31 Agreement to Prepay Future Payments at a Discount, dated as of July 1, 2009, by and between
MasterCard International incorporated and Co-lead Counsel, acting collectively as binding
representative and agent of the Plaintiffs (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed July 2, 2009 (File No. 001-32877)).
10.32 Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing,
dated as of February 7, 2011, by and among MasterCard Incorporated, MasterCard International
Incorporated, Visa Inc., Visa U.S.A. Inc., Visa International Service Association and MasterCard's
customer banks that are parties thereto (incorporated by reference to Exhibit 10.33 to Amendment
No.1 to the Company's Annual Report on Form 10-K/A filed on November 23, 2011).
10.33** MasterCard Settlement and Judgment Sharing Agreement, dated as of February 7, 2011, by and among
MasterCard Incorporated, MasterCard International Incorporated and MasterCard's customer banks
that are parties thereto (incorporated by reference to Exhibit 10.34 to Amendment No.1 to the
Company's Annual Report on Form 10-K/A filed on November 23, 2011).
10.34 Memorandum of Understanding, dated July 13, 2012, by and among Counsel for MasterCard
Incorporated and MasterCard International Incorporated; Counsel for Visa, Inc., Visa U.S.A. Inc. and
Visa International Service Association; Co-Lead Counsel for Class Plaintiffs; and Attorneys for the
Defendant Banks (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed July 16, 2012 (File No. 001-32877)).