UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2007

MasterCard Incorporated 
(Exact name of registrant as specified in its charter)

 
							
Delaware	 	001-32877	 	13-4172551	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	
		
2000 Purchase Street
Purchase, New York	 	10577	
(Address of principal executive offices)	 	(Zip Code)	
(914) 249-2000
(Registrant’s telephone number, including area code)
NOT APPLICABLE 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On January 17, 2007, the Board of Directors of MasterCard Incorporated (the “Company”) elected Nancy J. Karch as a Class A director. Ms. Karch is Director Emeritus of McKinsey & Company. On January 17, 2007, the Board of Directors also elected Tan Teong Hean to be the third Class M director of the Company, or one of three directors elected by financial institutions that are holders of the Company’s Class M common stock. Mr. Tan is chairman of Southern Capital Management and served as the Chief Executive Officer of Southern Bank Berhad from 1983 until 2006. Ms. Karch and Mr. Tan have not yet been appointed to any committees of the Board. Attached hereto as Exhibit 99.1 is a press release announcing these elections.
Pursuant to the terms of Section 6.1 of the Company’s 2006 Non-Employee Director Equity Compensation Plan, on January 17, 2007, Ms. Karch and Mr. Tan each received 463 MasterCard deferred stock units. These awards of deferred stock units will be settled on January 17, 2011 under the terms of the plan.
The plan provides for the annual award of deferred stock units to the non-employee directors of the Company, determined by dividing $100,000 by the average of the high and low price for the Company’s Class A common stock on the New York Stock Exchange on the grant date. Ms. Karch and Mr. Tan’s awards represent a pro-rated portion of deferred stock units awarded to non-employee directors of the Company joining the Board at a time other than an annual meeting of shareholders, determined by dividing $100,000 by $108.01, the average of the high and low price for the Company’s Class A common stock on the New York Stock Exchange on the January 17, 2007 grant date, pro-rated to correspond to the approximately 6-month portion of the period from annual meeting to annual meeting that Ms. Karch  and Mr. Tan will serve as a directors.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits .

Exhibit 99.1	  	Press Release of MasterCard Incorporated, dated January 17, 2007.	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 		 	MASTERCARD INCORPORATED	
				
Date: January 18, 2007	 		 	By	 	/ S /    N OAH J. H ANFT	
	 		 		 	Noah J. Hanft	
	 		 		 	General Counsel and Secretary	
 
Exhibit 99.1

News Release
MasterCard Announces Two New Board Members
Appointments of Nancy J. Karch and Tan Teong Hean
Complete MasterCard Board of Directors
Purchase, NY, January 17, 2007 – MasterCard Incorporated (NYSE:MA) today announced the election of Nancy J. Karch and Tan (“TH”) Teong Hean to its Board of Directors, effective immediately. With these appointments, the MasterCard Board of Directors is complete and includes eight Class A directors who are independent; three directors representing the financial institutions that own MasterCard Class M shares; and MasterCard President and CEO Robert W. Selander, also a Class A director. Richard Haythornthwaite, managing partner of UK-based Star Capital Partners, serves as non-executive chairman of the board.
“With the addition of Nancy and TH, we now have completed formation of a board that has exceptional depth and breadth of experience as well as broad geographic diversity,” said Haythornthwaite. “I look forward to working with this outstanding group as MasterCard enters its fifth decade as a leader in global payments.”
“When we made the decision to become a public company, we envisioned a world-class Board of Directors that would drive value for our shareholders, represent best practices in corporate governance, and provide sage counsel and insight as we pursue our vision of advancing commerce globally,” Selander said. “With our board now complete, we have accomplished that goal.”
Nancy J. Karch, 59, is joining the MasterCard board as a Class A director. She is retired from McKinsey & Co., where she served as a senior partner from 1988 until 2000, and in other capacities with the consulting firm beginning in 1974. At McKinsey, she led the Retail and Consumer Industries group, a practice she helped create. She also serves on the board of Liz Claiborne Inc., an apparel company, Genworth Financial, Inc., a life insurance and financial services company, and Corporate Executive Board Company, a business research firm. Ms. Karch is also a Trustee of The Westchester Land Trust, The American Folk Art Museum, and Northern Westchester Hospital, all not-for-profit organizations.

MasterCard Worldwide – Page 2
MasterCard Announces Two New Board Members
Tan Teong Hean, 63, is joining the MasterCard board as a Class M director. He was CEO of Southern Bank Berhad from 1983 until 2006, and is currently chairman of Southern Capital Management, a fellow of the Institute of Bankers Malaysia, a fellow of the Malaysian Institute of Directors and a member of the Board of Trustees of the Malaysian Institute of Economic Research. Mr. Tan was a member of MasterCard’s Global Board of Directors and a member of the MasterCard Asia/Pacific Regional Board of Directors prior to the company’s May 2006 initial public offering, and is presently chairman of MasterCard’s Asia/Pacific regional advisory board.
In addition to Ms. Karch, Mr. Selander and Mr. Haythornthwaite, Class A members of the MasterCard Board of Directors include:
Manoel Luiz Ferrão de Amorim
Chairman
VIVO Participações S.A.
Brazil
David R. Carlucci
Chairman and Chief Executive Officer
IMS Health Incorporated
USA
Bernard S.Y. Fung
Chairman and Chief Executive Officer
Aon Asia Pacific Region
Hong Kong
Marc Olivié
President and Chief Executive Officer
Agfa-Gevaert Group
Belgium
Mark Schwartz
Former President and Chief Executive Officer
Soros Fund Management LLC
USA
 
-more-

MasterCard Worldwide – Page 3
MasterCard Announces Two New Board Members
Edward Suning Tian
Chairman
China Broadband Capital Partners, L.P.
China
In addition to Mr. Tan, other Class M members of the MasterCard Board of Directors include:
Steven J. Freiberg
Chairman and CEO
Citigroup Global Consumer Group N.A.
Co-Chair
Citigroup Global Consumer Group
USA
Norman C. McLuskie
Former Chairman
Retail Direct, The Royal Bank of Scotland Group
United Kingdom
About MasterCard Incorporated
MasterCard Inc. advances global commerce by providing a critical economic link among financial institutions, businesses, cardholders and merchants worldwide. As a franchisor, processor and advisor, MasterCard develops and markets payment solutions, processes approximately 14 billion payments each year, and provides industry-leading analysis and consulting services to financial institution customers and merchants. Through its family of brands, including MasterCard ® , Maestro ® and Cirrus ® , MasterCard Worldwide serves consumers and businesses in more than 210 countries and territories. For more information go to www.mastercardworldwide.com.
Contacts:
Sharon Gamsin, 1-914-249-5622, sgamsin@mastercard.com