Mastercard Inc — Director's Dealing 2013

May 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2013-05-14

Reporting Person: Hanft Noah J (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-14	Class A Common Stock	M	1719.0000	$158.0300	Acquired	1719.0000	Direct
2013-05-14	Class A Common Stock	M	1474.0000	$232.7400	Acquired	3193.0000	Direct
2013-05-14	Class A Common Stock	S	3193.0000	$569.0000	Disposed	0.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-14	Employee Stock Option (right to buy)	$158.0300	M	1719.0000	Disposed	2019-03-01	Class A Common Stock (1719.0000)	Direct
2013-05-14	Employee Stock Option (right to buy)	$232.7400	M	1474.0000	Disposed	2020-03-01	Class A Common Stock (1474.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5270.0000	Indirect

Footnotes

F1: On March 11, 2013, the reporting person transferred 5,270 shares of Class A Common Stock to a Grantor Retained Annuity Trust (GRAT) of which the reporting person is a trustee. Prior to the transfer into the GRAT, the reporting person held 5,270 shares of Class A Common Stock.

F2: The Reporting Person was awarded 6,876 employee stock options on March 1, 2009.

F3: The Reporting Person was awarded 5,896 employee stock options on March 1, 2010. The remaining 1,474 employee stock options will vest on March 1, 2014.