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Mastercard Inc Director's Dealing 2012

May 17, 2012

29747_dirs_2012-05-17_bd7d7378-4c2a-4589-891b-59741610a644.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2012-05-15

Reporting Person: HUNDMEJEAN MARTINA (Chief Financial Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-15 Class A Common Stock M 7500.0000 $200.0700 Acquired 25994.6480 Direct
2012-05-15 Class A Common Stock S 500.0000 $413.6489 Disposed 25494.6480 Direct
2012-05-15 Class A Common Stock S 876.0000 $419.2281 Disposed 24618.6480 Direct
2012-05-15 Class A Common Stock S 900.0000 $418.8128 Disposed 23718.6480 Direct
2012-05-15 Class A Common Stock S 1124.0000 $415.5016 Disposed 22594.6480 Direct
2012-05-15 Class A Common Stock S 3950.0000 $414.4328 Disposed 18644.6480 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-15 Employee Stock Option (right to buy) $200.0700 M 7500.0000 Disposed 2017-12-05 Class A Common Stock (7500.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 200.0000 Indirect

Footnotes

F1: This transaction was effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 and previously referenced in a MasterCard Incorporated Form 8-K filed on March 16, 2012. The pre-planned trading plan was adopted by the reporting person on March 15, 2012.

F2: Represents the weighted average sales price for price increments ranging from $413.37 to $413.98.

F3: Represents the weighted average sales price for price increments ranging from $419.01 to $419.455.

F4: Represents the weighted average sales price for price increments ranging from $418.41 to $418.97.

F5: Represents the weighted average sales price for price increments ranging from $415.00 to $415.83.

F6: Represents the weighted average sales price for price increments ranging from $414.06 to $414.69.

F7: The Reporting Person was awarded 10,000 employee stock options on December 5, 2007. The remaining 2,500 employee stock options vested on December 5, 2011.