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MasterCard Announces Details of Class B Share Conversion Program

PURCHASE, N.Y., June 15 /PRNewswire-FirstCall/ -- Following approval of its amended and restated certificate of incorporation at its 2007 Annual Meeting of Stockholders, MasterCard Incorporated (NYSE: MA) today released the details of its previously announced plan to facilitate an accelerated and orderly conversion of Class B common stock into Class A common stock for subsequent sale to the public in 2007.

(Logo: http://www.newscom.com/cgi-bin/prnh/20061031/MCLOGO )

Through "conversion transactions," current holders of shares of Class B common stock who elect to participate will be eligible to convert up to an aggregate of 13.4 million Class B shares on a one-for-one basis into shares of Class A common stock for subsequent sale to public investors. The first conversion window will extend from 12:00 a.m. Eastern Daylight Time on Saturday, August 4, 2007 through 11:59 p.m. Eastern Daylight Time on Friday, October 5, 2007.

Holders of Class B common stock, which represent the Company's financial institution customers, will be eligible to convert during the first conversion window up to 100% of shares held as of the record date of June 8, 2007, but not more than the greater of 17,000 or 15% of shares held as of the record date.

At MasterCard's Annual Meeting of Stockholders, held on June 7, 2007, Class A, Class B and Class M stockholders approved an amendment to the Company's amended and restated certificate of incorporation, which allows these 2007 actions to be implemented. Based upon a previously announced Board decision that was contingent on this approval, the company also expects to proceed with the repurchase of up to $500 million of Class A common stock in open-market transactions in 2007.

"We are pleased that our stockholders approved this proposal, allowing us to manage our capital structure in a manner that we believe creates value for all shareholders," said MasterCard President and Chief Executive Officer Robert W. Selander.

The conversion of Class B shares to Class A shares will be handled by Mellon Investor Services, LLC, the Company's transfer agent. A Mellon website sponsored by the Company will be established to allow owners of Class B shares to elect to participate in the program. To facilitate the orderly entry of shares into the market, the newly issued Class A shares will be sold by Mellon Securities, LLC. More comprehensive details about the process will be forthcoming in a letter to Class B stockholders.

Forward-Looking Statements

Statements contained in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, statements that the amendment to MasterCard Incorporated's certificate of incorporation and the related transactions will allow the company to manage its capital structure in a manner that creates value for all shareholders and other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," "should," "may," or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of MasterCard Incorporated's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of MasterCard Incorporated. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual outcomes may differ materially from the anticipated outcomes discussed in these forward-looking statements.

The following factors, among others, could cause actual outcomes to differ materially from the anticipated outcomes or other expectations expressed in the forward-looking statements: changes in global, political and economic conditions; legal or regulatory developments; and changing market conditions. Additional factors that could cause actual outcomes to differ materially from those expressed in the forward-looking statements are discussed in MasterCard Incorporated's 2006 Annual Report on Form 10-K filed with the SEC on February 28, 2007, Quarterly Report on Form 10-Q for the three months ended March 31, 2007 filed with the SEC on May 2, 2007 and Current Reports on Form 8-K filed during 2007 which are available at the SEC's Internet site (http://www.sec.gov). MasterCard Incorporated disclaims any obligation to publicly update or revise any forward-looking information.

About MasterCard Incorporated

MasterCard Incorporated advances global commerce by providing a critical economic link among financial institutions, businesses, cardholders and merchants worldwide. As a franchisor, processor and advisor, MasterCard develops and markets payment solutions, processes over 16 billion transactions each year, and provides industry-leading analysis and consulting services to financial institution customers and merchants. Through its family of brands, including MasterCard(R), Maestro(R) and Cirrus(R), MasterCard serves consumers and businesses in more than 210 countries and territories. For more information go to www.mastercard.com.

SOURCE MasterCard Incorporated

CONTACT: Media Relations, Jennifer Stalzer, +1-914-249-5325,
Jennifer_Stalzer@mastercard.com, or Investor Relations, Barbara Gasper,
+1-914-249-4565, investor_relations@mastercard.com,
both of MasterCard Incorporated