Mastercard Inc — Director's Dealing 2013

May 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2013-05-06

Reporting Person: BANGA AJAY (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-06	Class A Common Stock	M	29564.0000	$222.6200	Acquired	58271.0000	Direct
2013-05-06	Class A Common Stock	S	680.0000	$555.7574	Disposed	57591.0000	Direct
2013-05-06	Class A Common Stock	S	1466.0000	$554.8711	Disposed	56125.0000	Direct
2013-05-06	Class A Common Stock	S	2247.0000	$547.8423	Disposed	53878.0000	Direct
2013-05-06	Class A Common Stock	S	3700.0000	$553.3278	Disposed	50178.0000	Direct
2013-05-06	Class A Common Stock	S	4765.0000	$549.0715	Disposed	45413.0000	Direct
2013-05-06	Class A Common Stock	S	5239.0000	$551.1441	Disposed	40174.0000	Direct
2013-05-06	Class A Common Stock	S	6167.0000	$550.1256	Disposed	34007.0000	Direct
2013-05-06	Class A Common Stock	S	6800.0000	$552.3631	Disposed	27207.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-06	Employee Stock Option (right to buy)	$222.6200	M	29564.0000	Disposed	2019-09-21	Class A Common Stock (29564.0000)	Direct

Footnotes

F1: The transactions reported in this Form 4 were 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 referrenced in a MasterCard Incorporated Form 8-K filed on February 26, 2013. The pre-planned trading plan was adopted by the reporting person on February 21, 2013.

F2: Represents the weighted average sales price for price increments ranging from $555.52 to $556.15.

F3: Represents the weighted average sales price for price increments ranging from $554.46 to $555.34.

F4: Represents the weighted average sales price for price increments ranging from $547.56 to $548.50.

F5: Represents the weighted average sales price for price increments ranging from $552.93 to $553.83.

F6: Represents the weighted average sales price for price increments ranging from $548.6 to $549.59.

F7: Represents the weighted average sales price for price increments ranging from $550.64 to $551.62.

F8: Represents the weighted average sales price for price increments ranging from $549.64 to $550.62.

F9: Represents the weighted average sales price for price increments ranging from $551.91 to $552.83.

F10: The Reporting Person was awarded 29,564 employee stock options on September 21, 2009.