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): July 1, 2009
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 1.01.	Entry into a Material Definitive Agreement.	
As previously disclosed and under a Settlement Agreement (the “Settlement Agreement”), dated as of June 4, 2003, between MasterCard International Incorporated (the “Company”), the principal operating subsidiary of MasterCard Incorporated (the “Registrant”), and a number of U.S. merchants in a class action lawsuit challenging certain aspects of the payment card industry under U.S. federal antitrust law, MasterCard was required to pay $125 million in 2003 and $100 million annually each December from 2004 through 2012 in connection with the settlement of the litigation. On July 1, 2009, the Company entered into an agreement (the “Prepayment Agreement”) with the plaintiffs to modify its payment obligations under the Settlement Agreement. Pursuant to the Prepayment Agreement, the Company will make a prepayment of its remaining $400 million in payment obligations at a discounted amount of $335 million on September 30, 2009. The Prepayment Agreement is subject to court approval. The Prepayment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Settlement Agreement was previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2003.
 
Item 9.01.	Financial Statements and Exhibits.	
(d)  Exhibits.

Exhibit
Number	    	Exhibit Description	
		
10.1	    	Agreement to Prepay Future Payments at a Discount, dated as of July 1, 2009, by and between MasterCard International Incorporated and Co-Lead Counsel, acting collectively as binding representative and agent of the Plaintiffs.	

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: July 2, 2009	  	By 	  	/s/ Noah J. Hanft	
	  		  	 	
	  		  	Noah J. Hanft
General Counsel, Chief Payment System Integrity & Compliance Officer and Corporate Secretary	

EXHIBIT INDEX

Exhibit
Number	    	Exhibit Description	
		
10.1	    	Agreement to Prepay Future Payments at a Discount, dated as of July 1, 2009, by and between MasterCard International Incorporated and Co-Lead Counsel, acting collectively as binding representative and agent of the Plaintiffs.	

Exhibit 10.1
AGREEMENT TO PREPAY FUTURE PAYMENTS AT A DISCOUNT
This Agreement to Prepay Future Payments at a Discount (the “Agreement”) is dated as of July 1, 2009, by and between Co-Lead Counsel (as defined below), acting collectively as binding representative and agent of the Plaintiffs and MasterCard International Incorporated (“MasterCard”). Terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement (as defined below).
W I T N E S S E T H
WHEREAS, Constantine Cannon LLP (formerly, Constantine & Partners) and Hagens Berman Sobol Shapiro LLP (formerly, Hagens Berman), together serve as co-lead counsel (“Co-Lead Counsel”) to the Plaintiffs in the In Re Visa Check/MasterMoney Antitrust Litigation, No. 96-CV-5238 (JG/JO), a class action filed in the U.S. District Court for the Eastern District of New York (the “Court”) against MasterCard; and
WHEREAS, the Plaintiffs and MasterCard filed with the Court an executed settlement agreement (the “Settlement Agreement”) on June 4, 2003, that the Court approved on December 19, 2003, and that became final on June 1, 2005, after the denial of or expiration of all time for appeals; and
WHEREAS, MasterCard is obligated under Section 3(a) of the Settlement Agreement to make four additional payments of $100 million each (the “Future Payments”) into the Settlement Fund Account on or before the following dates: December 22, 2009, December 22, 2010, December 22, 2011, and December 22, 2012; and
WHEREAS, in connection with the Settlement Agreement, Co-Lead Counsel established the MasterCard Qualified Settlement Fund bearing Employer Identification Number 20-0065872 (the “MasterCard Qualified Settlement Fund”); and
WHEREAS, Section 3(b) of the Settlement Agreement provides that MasterCard may request that Plaintiffs work with MasterCard to establish a mutually agreeable discount rate to apply to any prepayment(s) in the event that MasterCard desires to make one or more payments on an accelerated basis; and
WHEREAS, MasterCard and Co-Lead Counsel now desire to enter into this Agreement to evidence their mutual agreement and specify the terms with respect to the prepayment by MasterCard of the Future Payments at a discount.
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Payment . The parties hereby agree that MasterCard shall make a payment of $335,000,000 (the “Payment”) on September 30, 2009 (the “Payment Date”) into the existing MasterCard Qualified Settlement Fund account established pursuant to and in compliance with the terms of the Settlement Agreement, which are incorporated herein. The Payment shall be in full satisfaction of all of MasterCard’s remaining payment obligations to the Plaintiffs under the Settlement Agreement upon Final Approval as defined in Section 4 below.
Section 2. Future Payments . Except as provided in Section 4, upon making the Payment, MasterCard shall no longer be obligated to make the Future Payments.

Section 3. Event of Default . Failure of MasterCard to make the Payment on the Payment Date, shall constitute an event of default hereunder and shall entitle the Plaintiffs to seek from the Court immediate recovery of the Payment and any and all additional relief they believe appropriate including immediately payable post-judgment interest.
Section 4. Court Approval . Co-Lead Counsel agrees to seek approval of the Court and will use reasonable efforts to secure that approval as promptly as possible. Upon Court approval and the exhaustion of all available appeals from said approval, this Agreement will become final (“Final Approval”). Except as provided below, no disbursement from the Payment will be made unless and until Final Approval has occurred and the Court has approved such disbursement. MasterCard shall make the Payment on the Payment Date regardless of whether Final Approval of the Agreement occurs on or before the Payment Date. In the event that Final Approval of this Agreement does not occur on or before December 22, 2009 or the subsequent dates for such settlement payments under the Settlement Agreement, then MasterCard’s December 22, 2009 payment obligation of $100 million pursuant to Section 3(a) of the Settlement Agreement or such subsequent payment(s) under the Settlement Agreement that become due under Section 3(a) of the Settlement Agreement shall be deemed to have been made and the $100 million settlement payment for such year may be withdrawn from the MasterCard Qualified Settlement Fund by Co-Lead Counsel on or after the date that such settlement payment was to be paid under Section 3(a) of the Settlement Agreement in full satisfaction of MasterCard’s obligation to make a settlement payment for such year. In the event that Final Approval of this Agreement is not obtained as a result of a rejection of the Agreement by the Court or, if approved, rejected as a result of an appeal of said Court approval, then and only then, shall this Agreement become null and void and Plaintiffs shall return the Payment with any accrued interest less any reductions that were made to the Payment pursuant to MasterCard’s payment obligations under Section 3(a) of the Settlement Agreement. Should this Agreement so become null and void, all the terms of the Settlement Agreement shall remain in full force and effect.
Section 5. Choice of Law; Jurisdiction of the Court . All terms of this Agreement shall be governed and interpreted according to the substantive laws of the State of New York without regard to its choice of law or conflict of laws principles. Co-Lead Counsel and MasterCard agree to hereby irrevocably submit to the exclusive jurisdiction of the Court for any suit, action, proceeding or dispute arising out of or relating to this Agreement.
Section 6. Requisite Authority . MasterCard represents and warrants that it has the requisite power and authority to enter into this Agreement, and that no additional actions or approvals are required or necessary to evidence such authority.
[Signature page follows]
 
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IN WITNESS WHEREOF , the signatories have read and understood this Agreement, have executed it, represent that the undersigned are authorized to execute this Agreement on behalf of the represented parties, have agreed to be bound by its terms and have entered into this Agreement as of the day and year first above written. 

MASTERCARD INTERNATIONAL INCORPORATED	
		
By:	 	/s/ Martina Hund-Mejean	
	 	 	
	 	Name:	 	Martina Hund-Mejean	
	 	Title:	 	Chief Financial Officer	
	
CONSTANTINE CANNON LLP,	
Co-Lead Counsel, as binding representative and agent of the Plaintiffs	
		
By:	 	/s/ Robert L. Begleiter	
	 	 	
	 	Name:	 	Robert L. Begleiter	
	 	Title:	 	Partner	
	
HAGENS BERMAN SOBOL SHAPIRO LLP,	
Co-Lead Counsel, as binding representative and agent of the Plaintiffs	
		
By:	 	/s/ George W. Sampson	
	 	 	
	 	Name:	 	George W. Sampson	
	 	Title:	 	Partner	
 
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