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MasterCard Board of Directors Announces Regular Quarterly Dividend

Authorizes conversions of up to 11 million shares of Class B common stock

PURCHASE, N.Y., Feb. 3 /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 8, 2009 to holders of record of its Class A common stock and Class B common stock as of April 13, 2009.

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Additionally, the company announced that its annual meeting of stockholders will take place at its corporate headquarters on June 9, 2009.

MasterCard's Board of Directors also authorized conversions during 2009 of up to 11 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 2009 to facilitate such conversions.

The company currently expects the first 2009 conversion program to occur in the second quarter of 2009. Class B shareholders will be allowed to make conversion elections during a program window expected to be open from mid-May through mid-June, subject to program details. The number of shares that each shareholder is allowed to convert would be based upon a formula yet to be determined and which the company expects to announce sometime between mid-March to mid-April.

Participation in the conversion program is optional for Class B shareholders and the company may consider offering a second program later in 2009 if elections are less than the 11 million shares authorized. Details of the 2009 Class B conversion program, which the company currently anticipates would be modeled on its 2008 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 occurrence of, expected timing of, number of shares to be included
        in, specific formula for and other details with respect to any 2009
        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, 2007, the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC during 2008 and 2009.

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 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

SOURCE MasterCard Incorporated

CONTACT: Media Relations: Chris Monteiro, +1-914-249-5826,,
or Investor Relations: Barbara Gasper, +1-914-249-4565,,
both of MasterCard Incorporated/