Authorizes conversions of up to 13.1 million shares of Class B common stock

PURCHASE, N.Y., Feb. 5 /PRNewswire-FirstCall/ -- MasterCard Incorporated (NYSE: MA) today announced that its Board of Directors has declared a quarterly cash dividend to holders of shares of its Class A common stock and Class B common stock. The cash dividend of 15 cents per share will be paid on May 9, 2008 to holders of record of its Class A common stock and Class B common stock as of April 9, 2008.

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Additionally, the company announced that its annual meeting of stockholders will take place at its corporate headquarters on June 3, 2008.

MasterCard's Board of Directors also authorized conversions during 2008 of up to 13.1 million shares of Class B common stock on a one-for-one basis into shares of Class A common stock for subsequent sale or transfer to public investors, and authorized the company to conduct one or more conversion programs in 2008 to facilitate such conversions.

"Today's announcement demonstrates a continued commitment to managing our capital structure in a manner that delivers value for all shareholders," said Robert W. Selander, MasterCard president and chief executive officer.

The company currently expects the first 2008 conversion program to occur in the second quarter of 2008, with Class B shareholders of record as of April 9, 2008 allowed to make conversion elections during a program window from May 17 through June 13, 2008. The number of shares that each shareholder is allowed to convert would be based upon a formula to be determined as of the record date and which the company expects to announce in mid-April.

Participation in the conversion program is optional for Class B shareholders and the company may consider offering a second program later in 2008 if elections are less than the 13.1 million shares authorized. Details of the 2008 Class B conversion program, which the company currently anticipates would be modeled on its most recent 2007 program, are expected to be communicated to Class B shareholders in late April.

Forward-Looking Statements

Statements in this press release which are not historical facts, including statements about MasterCard's plans, strategies, beliefs and expectations, are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made. Accordingly, except for the company's ongoing obligations under the U.S. federal securities laws, the company does not intend to update or otherwise revise the forward-looking information to reflect actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic or industry conditions or other circumstances arising and/or existing since the preparation of this press release or to reflect the occurrence of any unanticipated events. Such forward-looking statements include, without limitation:

    * the company's ability to manage its capital structure in a manner that
    creates value for all shareholders; and
    * the occurrence of, expected timing of, number of shares to be included
    in, specific formula for and other details with respect to any 2008
    Class B common stock conversion program.

Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in the company's filings with the Securities and Exchange Commission (SEC), including the company's Annual Report on Form 10-K for the year ended December 31, 2006, the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC during 2007 and 2008.

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 more than 18 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, Chris Monteiro, chris_monteiro@mastercard.com,
+1-914-249-5826, or Investor Relations, Barbara Gasper,
investor_relations@mastercard.com, +1-914-249-4565, both of MasterCard Incorporated