AMENDED AND RESTATED BYLAWS OF MASTERCARD INTERNATIONAL
The purposes for which this Corporation is formed shall include the following:
1. To facilitate the interchange of card privileges on an international basis.
2. To facilitate the entry into the card businesses by members and prospective members without regard to size
and at minimum risk and cost.
3. To promote the development of sound practices in the operation of the card programs of its members by
establishing high standards.
ARTICLE I -- MEMBERSHIP
SEC. 1 ELIGIBILITY. The following are eligible to become Class A Members or Affiliate Members of this
(a) Effective for entities applying for membership on or after 15 July 1993, any corporation or other organization
that is a financial institution that is authorized to engage in financial transactions under the laws and/or government
regulations of the country, or any subdivision thereof, in which it is (i) organized or (ii) principally engaged in
business. "Financial transactions" for purposes of this section shall mean the making of commercial or consumer
loans, the extension of credit, the effecting of transactions with payment services cards, the issuance of travelers
cheques, or the taking of consumer or commercial deposits. Any such financial institution must have the requisite
right, power, and authority, corporate and otherwise, to function as a member of this Corporation and to engage
in any activities contemplated by that financial institution that would utilize one or more of this Corporation's
marks (each, a "Mark") and services. Any such financial institution also must be regulated and supervised by one
or more governmental authorities and/or agencies authorized and empowered to establish and/or enforce rules
regarding financial transactions and the financial condition, activities, and practices of entities engaging in such