MasterCard 2014 Annual Report Download - page 94

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92
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)).
4.1 Indenture, dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company
Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on
Form 8-K filed on March 31, 2014 (File No. 001-32877)).
4.2 Officer’s Certificate of the Company, dated as of March 31, 2014 (incorporated by reference to Exhibit
4.2 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No. 001-32877)).
4.3 Form of Global Note representing the Company’s 2.000% Notes due 2019 (included in Exhibit 4.2)
(incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on March
31, 2014 (File No. 001-32877)).
4.4 Form of Global Note representing the Company’s 3.375% Notes due 2024 (included in Exhibit 4.2)
(incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on March
31, 2014 (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)).
10.1.1* First Amendment to $3,000,000,000 Credit Agreement, dated as of November 14, 2014, 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.
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)).