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MasterCard Shareholders Approve Proposals for New Ownership and Governance Structure


Sharon Gamsin MasterCard International 1-914-249-5622

New Structure Includes Establishment of The MasterCard Foundation

Purchase, NY, November 28, 2005 - MasterCard Incorporated announced today that its shareholders voted, at a special meeting of shareholders, to approve a range of proposals to provide MasterCard with a new ownership and governance structure. The proposals approved at today's meeting include amendments to the governing documents of MasterCard Incorporated and its principal operating subsidiary, MasterCard International, the proposed initial public offering of the company's Class A common stock, and a new long term incentive plan.

The special meeting of shareholders was part of MasterCard's plans, announced August 31, for a new corporate governance and open ownership structure that will include the appointment of a new Board of Directors comprised of a majority of independent directors, the transition to a publicly traded company, and the establishment of a charitable foundation which will hold 10% of the company's shares.

Over 85% of MasterCard's outstanding shares were voted at the special meeting, the highest quorum ever achieved by the company. Each of the proposals was approved by over 94% of the votes cast except for the incentive plan proposal, which was approved by over 91% of the votes cast.

“We are very pleased with the support of our shareholders for our new governance and ownership structure,” said Robert W. Selander, MasterCard president and CEO. “We also thank them for their significant commitment to The MasterCard Foundation, which will have two goals - to support young people around the world in gaining the skills necessary to succeed in a diverse global work force, and to provide microfinance programs and services to the financially disadvantaged to enhance local economies and develop entrepreneurs.

“This contribution to the societies around the world where we and our customer financial institutions do business demonstrates a dedication to charitable giving in a very meaningful way,” he said.