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88
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)).
4.5 Officer’s Certificate of the Company, dated as of December 1, 2015 (incorporated by reference to
Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.
001-32877)).
4.6 Form of Global Note representing the Company’s 1.100% Notes due 2022 (included in Exhibit 4.5)
(incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on
December 1, 2015 (File No. 001-32877)).
4.7 Form of Global Note representing the Company’s 2.100% Notes due 2027 (included in Exhibit 4.5)
(incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on
December 1, 2015 (File No. 001-32877)).
4.8 Form of Global Note representing the Company’s 2.500% Notes due 2030 (included in Exhibit 4.5)
(incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on
December 1, 2015 (File No. 001-32877)).
10.1 $3,750,000,000 Amended and Restated Credit Agreement, dated as of October 21, 2015, among
MasterCard Incorporated, the several lenders and agents from time to time party 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 October
23, 2015 (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)).