MasterCard Announces Details of Class B Share Conversion Program

Following approval of its amended and restated certificate of incorporation at its 2007 Annual Meeting of Stockholders, MasterCard Incorporated (NYSE:MA) today released the details of its previously announced plan to facilitate an accelerated and orderly conversion of Class B common stock into Class A common stock for subsequent sale to the public in 2007.

Through “conversion transactions,” current holders of shares of Class B common stock who elect to participate will be eligible to convert up to an aggregate of 13.4 million Class B shares on a one- for-one basis into shares of Class A common stock for subsequent sale to public investors. The first conversion window will extend from 12:00 a.m. Eastern Daylight Time on Saturday, August 4, 2007 through 11:59 p.m. Eastern Daylight Time on Friday, October 5, 2007.

Holders of Class B common stock, which represent the Company’s financial institution customers, will be eligible to convert during the first conversion window up to 100% of shares held as of the record date of June 8, 2007, but not more than the greater of 17,000 or 15% of shares held as of the record date.

At MasterCard’s Annual Meeting of Stockholders, held on June 7, 2007, Class A, Class B and Class M stockholders approved an amendment to the Company’s amended and restated certificate of incorporation, which allows these 2007 actions to be implemented. Based upon a previously announced Board decision that was contingent on this approval, the company also expects to proceed with the repurchase of up to $500 million of Class A common stock in open-market transactions in 2007.

“We are pleased that our stockholders approved this proposal, allowing us to manage our capital structure in a manner that we believe creates value for all shareholders,” said MasterCard President and Chief Executive Officer Robert W. Selander.

The conversion of Class B shares to Class A shares will be handled by Mellon Investor Services, LLC, the Company’s transfer agent. A Mellon website sponsored by the Company will be established to allow owners of Class B shares to elect to participate in the program. To facilitate the orderly entry of shares into the market, the newly issued Class A shares will be sold by Mellon Securities, LLC. More comprehensive details about the process will be forthcoming in a letter to Class B stockholders.