MASTERCARD INTERNATIONAL INCORPORATED
EXECUTIVE INCENTIVE PLAN
As Amended and Restated Effective January 1, 2003
The Executive Incentive Plan (the “Plan”) is designed to support the strategic commitment to attract, retain and motivate
senior executives of MasterCard International Incorporated (the “Company”) and Affiliated Employers by providing a
long-term incentive opportunity that is based on the Company’s and/or Affiliated Employer’s achievement of its
quantitative and qualitative long-term performance goals.
For purposes of this Plan, the following terms shall have the meanings set forth below:
“Affiliated Employer” shall mean (i) any corporation which is a member of a controlled group of corporations (as defined in
Section 414(b) of the Code), which includes the Company, (ii) any trade or business (whether or not incorporated), which
is under common control (as defined in Section 414(c) of the Code) with the Company, (iii) any organization (whether or
not incorporated) which is a member of an affiliated services group (as defined in Section 414(m) of the Code) which
includes the Company, and (iv) any other entity required to be aggregated with the Company pursuant to regulations
under Section 414(o) of the Code.
“Board” shall mean the Global Board of Directors.
“Cause” shall mean (i) the willful failure by the Participant to substantially perform his duties as an employee of the
Employer (other than due to physical or mental illness) after reasonable notice to the Participant of such failure, (ii) the
Participant’s engaging in serious misconduct that is injurious to the Company or an Affiliated Employer including, but not
limited to, damage to its reputation or standing in its industry, (iii) the Participant’s having been convicted of, or entered a
plea of nolo contendere to a crime that constitutes a felony or (iv) the material breach by the Participant of any writ