Mastercard Inc — Director's Dealing 2015

May 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2015-05-04

Reporting Person: BANGA AJAY (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-04	Class A Common Stock	M	64870.0000	$23.2740	Acquired	270767.0000	Direct
2015-05-04	Class A Common Stock	S	1033.0000	$91.9361	Disposed	269734.0000	Direct
2015-05-04	Class A Common Stock	S	98837.0000	$91.4547	Disposed	170897.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-04	Employee Stock Option (right to buy)	$23.2740	M	64870.0000	Disposed	2020-03-01	Class A Common Stock (64870.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	65610.0000	Indirect

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 23, 2015. The pre-planned trading plan was adopted by the reporting person on February 18, 2015.

F2: Represents the weighted average sales price for price increments ranging from $91.87 to $91.98

F3: Represents the weighted average sales price for price increments ranging from $90.86 to $91.85

F4: The reporting person was awarded 259,480 employee stock options on March 1, 2010, which vested in four equal annual installments beginning on March 1, 2011.