MASTERCARD INC
FORM OF CHANGE-IN-CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>6
<FILENAME>y83303exv10w11.txt
<DESCRIPTION>FORM OF CHANGE-IN-CONTROL AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.11

                       FORM OF CHANGE-IN-CONTROL AGREEMENT

                             FOR EXECUTIVE OFFICERS

                        OTHER THAN THE PRESIDENT AND CEO

                  AGREEMENT, made and entered into as of the _____ day of
__________ 20__ by and between MasterCard International Incorporated, a Delaware
corporation, (the "Company") and __________ (the "Executive").

                              W I T N E S S E T H:

                  WHEREAS, the Executive is a key employee of the Company; and

                  WHEREAS, the Company and the Executive have entered into an
Employment Agreement simultaneously herewith (such agreement, as amended from
time to time, being hereinafter referred to as the "Employment Agreement"); and

                  WHEREAS, the Company desires to enter into this agreement
("Agreement") with the Executive providing for, among other things, (i) upon a
Change-in-Control (as hereinafter defined) the acceleration of vesting of
certain benefits which would not have otherwise been vested and (ii) certain
payments to the Executive and the continuation of certain of the Executive's
benefits if the Executive's employment terminates in connection with a
Change-in-Control, subject to the terms and conditions specified herein;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter set forth, the parties agree as follows:

1. TERM

                  This Agreement shall become effective immediately (the
"Effective Date").

2. TERMINATION OF EXECUTIVE'S EMPLOYMENT PRIOR TO OR FOLLOWING A
   CHANGE-IN-CONTROL

         2.1      If the Executive's employment or full-time employment, as
applicable, is terminated by the Company or any of its subsidiaries or by the
Company's successor without Cause (as hereinafter defined), or the Executive
terminates his employment or full-time employment, as applicable, with the
Company or any of its subsidiaries or with the Company's successor for Good
Reason (as hereinafter defined), and such termination occurs within six months
preceding, or within two years following, a Change-in-Control, the Executive
shall be entitled to receive a Change-in-Control Payment (as hereinafter
defined).

<PAGE>

         2.2      Notwithstanding the foregoing, the Executive shall not be
entitled to receive the Change-in-Control Payment if any of the Circumstances of
Ineligibility (as hereinafter defined) apply to the Executive.

         2.3      "CHANGE-IN-CONTROL PAYMENT" means the product of (i) two times
(ii) the sum of (x) the Executive's annual base salary at the time of the
termination of the Executive's employment (or, in the case of a termination of
employment by the Executive for Good Reason based on a reduction of the
Executive's annual base salary, the annual base salary in effect immediately
prior to such reduction) plus (y) an amount equivalent to the average annual
incentive bonus received by the Executive with respect to the prior two years of
Executive's employment by the Company (the "Average Bonus Payment").

         2.4      "CHANGE-IN-CONTROL" MEANS:

                  2.4.1    if (a) at any time three stockholders have become
entitled to cast at least 45 percent of the votes eligible to be cast by all the
stockholders of MasterCard Incorporated on any issue, (b) at any time, a plan or
agreement is approved by the stockholders of MasterCard Incorporated to sell,
transfer, assign, lease or exchange (in one transaction or in a series of
transactions) all or substantially all of the Company's or MasterCard
Incorporated's assets, (c) at any time, a plan is approved by the stockholders
of MasterCard Incorporated for the sale, liquidation or dissolution of the
Company or MasterCard Incorporated or (d) at any time MasterCard Incorporated
shall cease to be the sole class B member of the Company or otherwise cease to
control substantially all voting rights in the Company. The foregoing
notwithstanding, a reorganization in which the stockholders of MasterCard
Incorporated continue to have all of the ownership rights in the continuing
entity shall not in and of itself be deemed a "Change in Control" under (b), (c)
and/or (d).

                  2.4.2    the approval by the stockholders of MasterCard
Incorporated of (a) any consolidation or merger of MasterCard Incorporated in
which MasterCard Incorporated is not the continuing or surviving corporation or
pursuant to which shares of stock of MasterCard Incorporated would be converted
into cash, securities or other property, other than a merger in which the
holders of the stock immediately prior to the merger will have the same
proportionate ownership interest (i.e., still own 100% of total) of common stock
of the surviving corporation immediately after the merger;

                  2.4.3    any "person" (as defined in Section 13 (d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than
MasterCard Incorporated or a subsidiary or employee benefit plan or trust
maintained by MasterCard Incorporated or any of its subsidiaries, becoming
(together with its "affiliates" and "associates", as defined in Rule 12b-2 under
the Exchange Act) the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than twenty-five percent (25%) of
the stock of MasterCard Incorporated outstanding at the time, without the prior
approval of the board of directors of MasterCard Incorporated; or

                                        2

<PAGE>

                  2.4.4    a majority of the voting directors of MasterCard
Incorporated proposed on a slate for election by stockholders of MasterCard
Incorporated are rejected by a vote of such stockholders.

         2.5      "CAUSE" shall mean:

                  2.5.1    the willful failure by the Executive to perform his
duties or responsibilities (other than due to Disability);

                  2.5.2    the Executive's engaging in serious misconduct that
is injurious to the Company including, but not limited to, damage to its
reputation or standing in its industry;

                  2.5.3    the Executive's having been convicted of, or entered
a plea of guilty or nolo contendere to any crime that constitutes a felony, or a
crime that constitutes a misdemeanor involving moral turpitude;

                  2.5.4    the material breach by the Executive of any written
covenant or agreement with the Company not to disclose any information
pertaining to the Company; or

                  2.5.5    the breach by the Executive of the Code of Conduct,
any material provision of this Agreement or the Employment Agreement, or any
material provision of the following Company policies: non-discrimination,
substance abuse, workplace violence, nepotism, travel and entertainment,
corporate information security, antitrust/competition law, foreign corrupt
practices act and other Company policies approved by the Executive adopted after
the date of this Agreement that the Company notifies Executive are to be
included in this Paragraph.

         2.6      "GOOD REASON" means the occurrence of any of the following
without the prior written consent of the Executive:

                  2.6.1    the assignment to a lesser position than the position
held by the Executive with the Company on the Effective Date or any more senior
position the Executive subsequently achieves in material levels of
responsibility and authority (although duties may differ without giving rise to
a termination by Executive for Good Reason);

                  2.6.2    except as otherwise provided in paragraph 3.1 of the
Employment Agreement, a reduction in the Executive's annual base salary from
that in effect on the Effective Date (or any greater salary that the Executive
is subsequently entitled to);

                  2.6.3    the relocation of the Executive's principal place of
employment to a location more than fifty (50) miles from the Executive's
principal place of employment (unless such relocation does not increase the
Executive's commute by more than twenty (20) miles) as of the Effective Date
except for required travel on the Company's business to an extent substantially
consistent with the Executive's business travel obligations as of such day; or

                                        3

<PAGE>

                  2.6.4    the failure by the Company to obtain an agreement
from any successor to assume and agree to perform this Agreement or the
Employment Agreement.

         2.7      "CIRCUMSTANCES OF INELIGIBILITY" means any one or more of the
following circumstances:

                  2.7.1    Death, Disability or Voluntary Termination. If the
Executive is terminated due to death or Disability (as defined in the long term
group disability plan in effect at the Company at the time of disability) or if
the Executive elects to voluntarily terminate his employment, including, but not
limited to, a termination due to retirement, with the Company or a successor,
the Executive shall not be eligible to receive the Change-in-Control Payment;
provided, however, that termination of employment by the Executive for Good
Reason shall not constitute a Circumstance of Ineligibility.

                  2.7.2    Termination for Cause. If the Executive's employment
with the Company or a successor is terminated for Cause, at any time preceding
or following a Change-in-Control, the Executive shall not be eligible to receive
the Change-in-Control Payment. The Executive's employment may be terminated for
"Cause" as defined in paragraph 2.5 above, by the Company, upon the authority of
the Company's CEO, effective upon the giving of written notice by the Company to
the Executive of such termination for "Cause", or effective upon such other date
as specified therein ("Notice of Termination for Cause"). The Company's Notice
of Termination For Cause shall state the date of termination and the basis for
the Company's determination that the Executive's actions establish Cause
hereunder.

                  2.7.3    Failure to Give Notice of Termination for Good
Reason. The Executive's employment or full-time employment, as applicable, may
be terminated for "Good Reason" as defined in paragraph 2.6 above, by the
Executive, effective ninety (90) days after the giving of written notice to the
Company of the grounds for termination for Good Reason by the Executive, which
grounds, as specified by the Executive, have not been cured by the Company
during such ninety (90) day period. The Company may, in its sole discretion,
waive the ninety (90) day notice required to be given by the Executive. Unless
waived by the Company, failure by the Executive to give notice of termination
for Good Reason in compliance with this paragraph, shall render the Executive
ineligible to receive the Change-in-Control Payment.

                  2.7.4    Termination After Executive Attains the Age of
Sixty-Five. Notwithstanding any other provision of this Agreement, unless
otherwise agreed in writing, in the event that Executive's employment with the
Company or a successor ends, for any reason, after Executive attains the age of
sixty-five (65), Executive shall not be eligible to receive the
Change-in-Control Payment.

                                        4

<PAGE>

3. TIME OF PAYMENT OF CHANGE-IN-CONTROL PAYMENT

                  Subject to the Executive's execution of a Separation Agreement
and Release of all claims related to the Executive's employment or the
termination thereof, in the form attached hereto, other than any modifications
which may be required to effectuate such release based upon any changes in law,
and subject to Paragraph 7.5 below, the Change-in-Control Payment (if any) shall
be paid to the Executive in cash in forty-eight (48) equal bi-monthly
installments payable in accordance with the Company's regular payroll practices,
beginning following the later of (i) the date of the termination of the
Executive's employment with the Company or the successor to the Company or (ii)
the date of the Change-in-Control (the "Change-in-Control Payment Period").
Notwithstanding the foregoing, in the event the Change-in-Control Payment Period
would commence on a date within four years of the earliest date on which
Executive is eligible for retirement under the MasterCard Accumulation Plan
("MAP") or any successor plan thereto, the Company shall, if requested to do so,
in writing, by the Executive at least five (5) business days prior to the date
on which any Change-in-Control Payment shall become due and payable, recalculate
the Change-in-Control Payment payable during the Change-in-Control Payment
Period and pay to the Executive as an employee on the Company's payroll, on an
approved leave of absence (which shall not be deemed to be full-time
employment), an amount equal to the Change-in-Control Payment payable to the
Executive during the Change-in-Control Payment Period, divided into equal
installments, payable in accordance with the Company's regular payroll
practices, beginning with the first payroll period of such Change-in-Control
Payment Period and ending with the first payroll period after the earliest date
on which the Executive is eligible for retirement under MAP (the "Recalculated
Change-in-Control Payment Period"). In all events, the Change-in-Control Payment
shall be paid to the Executive for that portion of the Change-in-Control Payment
Period prior to the earliest date the Executive is eligible for retirement as an
employee on the Company's payroll on an approved leave of absence. At the
conclusion of the Executive's approved leave of absence, the Executive's
employment shall terminate and the Executive or, if applicable, an authorized
representative of the Executive's estate, shall execute a Separation Agreement
and Release in the form attached hereto, other than modifications which may be
required to effectuate such release based upon any changes in the law, covering
the period of the Executive's approved leave of absence. The Executive agrees to
make himself available to consult with the Company during the approved leave of
absence period, at reasonable times and with reasonable notice as may be
requested by the Company from time to time. In the event that the Executive dies
prior to receipt of the entire Change-in-Control Payment due hereunder, any
remaining portion of the Change-in-Control Payment due to the Executive under
this Paragraph 3 shall be paid to the Executive's estate in a lump sum within
thirty days of the Company's receipt of written notice of the Executive's death.

                                        5

<PAGE>

4.   ACCELERATION OF VESTING OF CERTAIN EMPLOYEE BENEFITS AND INCENTIVE
     COMPENSATION

         4.1      Upon the occurrence of a Change-in-Control, there shall occur:

                  4.1.1    full and immediate acceleration of vesting of all
unvested performance units under the Executive Incentive Plan with the amount
based upon the assumption that the Company has achieved a performance score of
one hundred (100%) percent for all grants awarded under such plan; provided,
however, if the Executive's employment is terminated in accordance with
paragraph 2.1 above, the amount of such units shall be increased based upon the
assumption that the Company has achieved a performance score of one hundred
twenty-five (125%) percent for all grants awarded under the such Plan;

                  4.1.2    full and immediate vesting of all unvested share
units under the Value Appreciation Plan;

                  4.1.3    full and immediate vesting of all outstanding annuity
contracts under the Annuity Bonus Program and the Executive shall receive an
additional adjusted annuity bonus if his termination of employment or full-time
employment, as applicable, occurs before the end of a calendar year to reflect
the portion of the year completed unless the annuity bonuses have already been
approved for such calendar year, in which case, the Executive shall receive the
approved annuity bonus for such calendar year;

                  4.1.4    full and immediate vesting of the annual benefit
under the MasterCard International Supplemental Executive Retirement Plan (the
"SERP"); and

                  4.1.5    full and immediate vesting under the Special Awards
Plan.

5. CONTINUATION OF EXECUTIVE WELFARE BENEFITS

         5.1      Notwithstanding anything contained herein to the contrary, if
the Executive is entitled to receive the Change-in-Control Payment:

                  5.1.1    subject to the Executive's execution of Separation
Agreement(s) and Release(s), as set forth in Paragraph 3, above, payment on the
Executive's behalf, for the monthly cost of the premiums for coverage under the
Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA"), for a
period equivalent to the Change-in-Control Payment Period (as may be reduced by
the Executive in accordance with the terms of Paragraph 7.5 below) or eighteen
(18) months (twenty-nine (29) months if the Executive is now disabled or
determined to be disabled under the Social Security Act within the first sixty
(60) days of the continuation period) following the date of the termination of
the Executive's employment, whichever is shorter; provided, however, such
coverage shall not be provided if during such period the Executive is or becomes
ineligible under the provisions of COBRA for continuing coverage or the
Executive becomes eligible for medical coverage under Paragraph 5.1.3 below or
any Company retirement plan. The Executive agrees that in consideration of the
payment of cost of

                                        6

<PAGE>

COBRA coverage to execute all necessary documentation acknowledging proper COBRA
Notice and coverage;

                  5.1.2    subject to the Executive's execution of Separation
Agreement(s) and Release(s) as set forth in Paragraph 3, above, outplacement
services, to be provided by a firm selected by the Company, at a level generally
made available to senior executives of the Company for the shorter of the
Change-in-Control Payment Period or the period he remains unemployed;

                  5.1.3    participation in the Company's health plan,
individual life insurance plan and individual disability benefit plan for the
duration of any approved leave of absence then granted to the Executive,
provided that the Executive waives in writing any and all rights to future
participation and accrual of benefits under any qualified employee pension
benefit plan of the Company as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended, and any Group Disability
Plans;

                  5.1.4    such other benefits to which the Executive is
expressly entitled following the termination of the Executive's employment by
the Company without Cause or by the Executive with Good Reason, upon the
termination of the Executive's approved leave of absence, as may be provided by
the then existing plans, programs and/or arrangements of the Company (other than
any severance payments payable under the terms of any benefit plan, including,
but not limited to, the MasterCard International Incorporated Severance Plan);
and

6. LIMITATION ON PAYMENTS; GROSS-UP PAYMENT

         6.1      If any of the payments or benefits received or to be received
by the Executive in connection with a Change in Control or the Executive's
termination of employment (whether such payments or benefits are provided
pursuant to the terms of this Agreement or any other plan, arrangement or
agreement with the Company, any person whose actions result in a Change in
Control or any person affiliated with the Company or such person) (such payments
or benefits, excluding the Gross-Up Payment, being hereinafter referred to as
the "Total Payments") will be subject to the excise tax (the "Excise Tax")
imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), the Company shall pay to the Executive, as soon as practicable
following the Change in Control (but in any event not later than the later of
(1) thirty (30) days following the Executive's termination of employment or (2)
thirty (30) days following the Change in Control), such additional amounts (the
"Gross-Up Payment") such that the net amount retained by the Executive, taking
into account the Gross-Up Payment, and after deduction of any federal, state and
local income and employment taxes and Excise Taxes, shall be equal to the Excise
Tax on such Gross-Up Payment and the Total Payments (calculated on a
hypothetical basis by taking into account the provisions of paragraphs 6.2 and
6.3 hereof). Notwithstanding the above, if it is determined that the Excise Tax
(without regard to paragraph 6.3 hereof) would cause the net after-tax Total
Payments to be paid to or on behalf of the Executive to be less than what he
would have netted, after federal, state and local income taxes without taking
into

                                        7

<PAGE>

account any Gross-Up Payment, had the present value of his Total Payments
equaled $1 less than three times his base amount, as defined under Section
280G(b)(3)(A) of the Code, then such Executive's Total Payments shall be reduced
(but not below the minimum possible amount), so that no portion of the Total
Payments is subject to the Excise Tax (without regard to paragraph 6.3 hereof).

         6.2      For purposes of determining whether any of the Total Payments
will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of
the Total Payments shall be treated as "parachute payments" (within the meaning
of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax
Counsel") selected by the Company and reasonably acceptable to the Executive,
such payments or benefits (in whole or in part) do not constitute parachute
payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all
"excess parachute payments" within the meaning of Section 280G(b)(1) of the Code
shall be treated as subject to the Excise Tax unless, in the opinion of Tax
Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of
Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in
Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by Tax Counsel in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income tax at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of the Executive's residence or place of employment under which such
amounts are subject to taxation, whichever is greater, in the calendar year in
which the Gross-Up Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.

         6.3      For the purpose of determining the hypothetical calculation of
Excise Tax on the Total Payments under paragraph 6.1 and 6.4 hereunder, the
Executive's base amount shall be determined by including in his gross income
(for the taxable year in which such amounts would have been so included in the
absence of the deferral hereinafter described), all compensation amounts the
payment of which has been deferred by the Executive, but only to the extent such
amounts have not been included in Executive's gross income prior to the calendar
year in which the Change in Control occurs.

         6.4      In the event that the Excise Tax (calculated on a hypothetical
basis by taking into account the provisions of paragraph 6.3 hereof) is
determined to exceed the amount taken into account hereunder in calculating the
Gross-Up Payment (including by reason of any payment the existence or amount of
which cannot be determined at the time of the Gross-Up Payment), the Company
shall make an additional Gross-Up Payment in respect of such excess (plus any
interest, penalties or additions payable by the Executive with respect to such
excess) within five (5) business days following the time that the amount of such
excess is finally determined. In the event that the Excise Tax (calculated

                                        8

<PAGE>

on a hypothetical basis by taking into account the provisions of paragraph (c)
hereof) is determined to be less than the amount taken into account hereunder in
calculating the Gross-Up Payment, the Executive shall repay to the Company
within five (5) business days following the time that such difference is finally
determined the portion of the Gross-Up Payment attributable to such reduction
(plus the portion of the Gross-Up Payment attributable to such Excise Tax and
federal, state and local income tax imposed on the Gross-Up Payment being repaid
by the Executive if such repayment results in a reduction in such Excise Tax or
a federal, state and local income tax deduction) plus any interest received by
the Executive on the amount of such repayment less any federal, state and local
income and employment taxes actually paid by the Executive on such interest. The
Executive and the Company shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning the
existence or amount of liability for any Excise Tax with respect to the Total
Payments.

7. ACKNOWLEDGEMENTS; CONFIDENTIAL INFORMATION; COMPETITIVE ACTIVITIES; NON
   SOLICITATION.

         7.1      The Executive acknowledges as follows:

                  7.1.1    The Company is in the payments industry and provides
such services both nationally and internationally without limitation to any
geographic area.

                  7.1.2    Since the Company would suffer irreparable harm if
the Executive left the Company's employ and solicited employees of the Company
or otherwise interfered with business relationships of the Company, it is
reasonable to protect the Company against such activities by the Executive for a
limited period of time after the Executive leaves the Company.

                  7.1.3    The covenants contained in Paragraphs 7.2, 7.3 and
7.4 below are reasonably necessary for the protection of the Company and are
reasonably limited with respect to the activities they prohibit, their duration,
their geographical scope and their effect on the Executive and the public. The
purpose and effect of the covenants simply are to protect the Company for a
limited period of time from unfair competition by the Executive.

         7.2      For the purposes of this Agreement, all confidential or
proprietary information concerning the business and affairs of the Company,
including, without limitation, all trade secrets, know how and other information
generally retained on a confidential basis by the Company concerning its
designs, software codes and specifications, formulae, processes, inventions and
discoveries, business plans, pricing, product plans and the identities of, and
the nature of the Company's dealings with, its members, suppliers and customers,
whether or not such information shall, in whole or in part, be subject to or
capable of being protected by patent, copyright or trademark laws, shall
constitute "Company Confidential Information." The Executive acknowledges that
he will from time to time have access to and obtain knowledge of certain Company
Confidential Information, and that improper use or revelation thereof by the
Executive, during or after the termination of his employment by the Company,
could cause serious

                                        9

<PAGE>

injury to the business of the Company. Accordingly, the Executive agrees that,
unless otherwise required by law, he will forever keep secret and inviolate all
Company Confidential Information which shall have come or shall hereafter come
into his possession, and that he will not use the same for his own private
benefit, or directly or indirectly for the benefit of others, and that he will
not disclose such Company Confidential Information to any other person. If the
Executive is legally compelled (by deposition, interrogatory, request for
documents, subpoena, civil investigative demand or similar process) to disclose
any of the Company Confidential Information, he shall provide the Company with
prompt prior written notice of such legal requirement so that the Company may
seek a protective order or other appropriate remedy and/or waive compliance with
the terms of this Paragraph. In any event, the Executive may furnish only that
portion of the Company Confidential Information which the Executive is advised
by legal counsel is required, and he shall exercise his best efforts to obtain
an order or assurance that confidential treatment will be accorded such Company
Confidential Information as is disclosed. Notwithstanding anything contained
herein which may be to the contrary, the term "Company Confidential Information"
does not include any information which at the time of disclosure or thereafter
is generally available to and known by the public, other then as a result of a
disclosure directly or indirectly by the Executive.

         7.3      In addition to the acknowledgments by the Executive set forth
in Paragraph 7.1 above, the Executive acknowledges that the services provided
for the Company are a significant factor in the creation of valuable, special
and unique assets which are expected to provide the Company with a competitive
advantage. Accordingly, the Executive agrees that during the Term, and
thereafter for the duration of the Change-in-Control Payment Period or the
Recalculated Change-in-Control Payment Period, as applicable, the Executive
(whether as an employee, officer, director, partner, proprietor, investor,
associate, executive, consultant, adviser or otherwise) will not, either
directly or indirectly, for the Executive or any third party, engage or invest
in any business or activity which is directly or indirectly in competition with
any business or activity engaged in by the Company or business or activity in
which the Company planned or proposed, to the knowledge of the Executive, to
become engaged, including, but not limited to, any credit, charge, chip or debit
card business or processor. For purposes of the preceding sentence, the
Executive shall be deemed to be engaged in any business which any person for
whom he shall perform services is engaged. Notwithstanding the foregoing,
nothing herein shall prohibit the Executive from having a beneficial ownership
interest of less than 3% of the outstanding amount of any class of securities of
any enterprise (but without otherwise participating in the activities of such
enterprise) if such securities are listed on a national securities exchange or
quoted on an inter-dealer quotation system. For the avoidance of doubt, the
Company and Executive agree that Executive may perform services or engage in
business activities for a MasterCard Member, without violating the provisions of
this Paragraph, provided that Executive may not perform services or engage in
business activities for a MasterCard Member that is party to a brand dedication
agreement with VISA USA, VISA International, American Express, JCB, Discover,
Diners Club, Carte Blanche or any other competitor of the Company, the term of
which is two years or more.

                                       10

<PAGE>

         7.4      During the Term, and thereafter for the duration of the
Change-in-Control Payment Period or the Recalculated Change-in-Control Payment
Period, as applicable, the Executive shall not himself, or by assisting any
other person to, directly or indirectly, (a) solicit, induce, recruit or
encourage any other employee, agent, consultant or representative to leave the
service of the Company for any reason, or (b) induce any member, customer,
supplier or other person with whom the Company engaged in business, or to the
knowledge of the Executive planned or proposed to engage in business, to
terminate any commercial relationship with the Company or cease to accept or
issue its products. Nothing herein contained shall be deemed to prohibit the
Executive from hiring any employee, agent, consultant or representative of the
Company who responds to a general, written solicitation in any form of media
directed at the public in general.

         7.5      Notwithstanding the provisions of paragraphs 7.3 and 7.4
above, the Executive may at his election, reduce the payment period (thereby
reducing the total payments required) under Paragraph 3 above to a period of not
less than twelve (12) months by providing written notice to the Company of such
election. In such case, the restrictions contained in Paragraphs 7.3 and 7.4
shall be in effect only for the duration of such reduced payment period and the
Company's obligation to continue to provide any further payments with respect to
any period subsequent to such reduced payment period under the terms of
Paragraph 3 or provide any further benefits under the terms of Paragraph 5 shall
cease. In the event that the Company determines, in good faith, that the
Executive has breached his obligations under Paragraphs 7.2, 7.3 or 7.4, the
Company shall be under no obligation to provide any further payments under the
terms of Paragraph 3 or provide any further benefits otherwise due under
Paragraphs 5 above, during the remainder of the payment period. In the event of
a judicial determination that the Executive has breached his obligations under
Paragraphs 7.2, 7.3 or 7.4, in addition to any damages or other relief otherwise
available to the Company, the Executive shall be obligated to reimburse the
Company for any payments previously received from the Company. In addition,
following a judicial determination, the prevailing party shall be entitled to be
reimbursed by the non-prevailing party for reasonable legal fees and expenses
incurred by the prevailing party in connection with the judicial proceeding
seeking to enforce the provisions of Paragraph 7 hereof.

         7.6      For the purposes of this Agreement, the period of restriction
of confidentiality or proprietary information and competition is intended to
limit disclosure and competition by the Executive to the maximum extent
permitted by law. If it shall be finally determined by any court of competent
jurisdiction ruling on this Agreement that the scope or duration of any
limitation contained in this Agreement is too extensive to be legally
enforceable, then the parties hereby agree that the provisions hereof shall be
construed to be confined to such scope or duration (not greater than that
provided for herein) as shall be legally enforceable, and the Executive hereby
consents to the enforcement of such limitations as so modified.

         7.7      The Executive acknowledges that any violation by him of the
provisions of this Paragraph 7 would cause serious and irreparable damage to the
Company. He further acknowledges that it might not be possible to measure such
damage in money.

                                       11

<PAGE>

Accordingly, the Executive agrees that, in the event of a breach or threatened
breach by the Executive of the provisions of this Paragraph, the Company may
seek, in addition to any other rights or remedies, including money damages, an
injunction or restraining order, without the need to post any bond or other
security, prohibiting the Executive from doing or continuing to do any acts
constituting such breach or threatened breach.

8. MISCELLANEOUS

         8.1      Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of New York without reference to
principles of conflict of laws. Any legal suit, action or proceeding against any
party hereto arising out of or relating to this Agreement shall be instituted in
a federal or state court in the State of New York, and each party hereto waives
any objection which it may now or hereafter have to the laying of venue of any
such suit, action or proceeding and each party hereto irrevocably submits to the
jurisdiction of any such court in any suit, action or proceeding.

         8.2      Entire Agreement. Upon the Effective Date, this Agreement and
the Employment Agreement between the Executive and the Company, entered into
simultaneously herewith, shall incorporate the complete understanding and
agreement between the parties with respect to the subject matter hereof and
thereof and supersede any and all other prior or contemporaneous agreements,
written or oral, between the Executive and the Company or any predecessor
thereof, with respect to such subject matter. No provision hereof may be
modified or waived except by a written instrument duly executed by the Executive
and the Company.

         8.3      Knowing and Voluntary Agreement. The Executive acknowledges
that before entering into this Agreement he has received a reasonable period of
time to consider this Agreement and has had sufficient time and an opportunity
to consult with any attorney or other advisor of his choice in connection with
this Agreement and all matters contained herein, and that he has been advised to
do so if he so chooses. The Executive further acknowledges that this Agreement
and all terms hereof are fair, reasonable and are not the result of any fraud,
duress, coercion, pressure or undue influence exercised by the Company, that he
has approved and entered into this Agreement and all of the terms hereof on his
own free will, and that no promises or representations have been made to him by
any person to induce him to enter into this Agreement other than the express
terms set forth herein.

         8.4      Deductions and Withholding. The Company shall be entitled to
deduct and withhold from all compensation payable to the Executive pursuant to
this Agreement all amounts required to be deducted and withheld therefrom
pursuant to any present or future law, regulation or ordinance of the United
States of America or any state or local jurisdiction therein or any foreign
taxing jurisdiction.

         8.5      Headings. Paragraph headings are included in this Agreement
for convenience of reference only and shall not affect the interpretation of the
text hereof.

                                       12

<PAGE>

         8.6      Notice. Any and all notices, demands or other communications
to be given or made hereunder shall be in writing and shall be deemed to have
been fully given or made when personally delivered, or on the third business day
after mailing from within the continental United States by registered mail,
postage prepaid, addressed as follows:

                  If to the Company:

                  MasterCard International Incorporated
                  2000 Purchase Street
                  Purchase, New York 10577

                  Attention: General Counsel

                  If to the Executive: __________

Either party may change the address to which any notices to it shall be sent by
giving to the other party written notice of such change in conformity with the
foregoing.

         8.7      Counterparts. This Agreement may be executed in two or more
counterparts; each of which shall constitute an original but all of which
together shall constitute one and the same instrument.

         8.8      Binding Agreement. This Agreement may be assigned by the
Company to, and shall inure to the benefit of, any successor to substantially
all the assets and business of the Company as a going concern, whether by
merger, consolidation or purchase of substantially all of the assets of the
Company or otherwise, provided that such successor shall assume the Company's
obligations under this Agreement. This Agreement shall inure to the benefit of
and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.

         8.9      No Duplication of Payments or Benefits. Notwithstanding
anything contained herein to the contrary, the Executive shall not be entitled
to receive any duplicative payment or benefit hereunder, with respect to any
payment or benefit received during the Additional Pay Period or Recalculated
Additional Pay Period provided under the Executive's Employment Agreement with
the Company. Any payment or benefit to which the Executive may become entitled
hereunder with respect to the Change-in-Control Payment Period or the
Recalculated Change-in-Control Payment Period, as applicable, shall take into
account any payments or benefits already received by or provided to the
Executive during the Additional Pay Period or Recalculated Additional Pay Period
under the Executive's Employment Agreement with the Company, such that the
Executive does not receive the same payment or benefit (or any portion thereof)
twice, but instead shall receive under both this Agreement and the Employment
Agreement combined, only the equivalent of the full payment or benefit to which
he is then entitled under the operative agreement. This Paragraph 8.9 shall not
affect any accelerated vesting to which the Executive has or may become entitled
under this Agreement or the Executive's Employment Agreement.

                                       13

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.

                                           MASTERCARD INTERNATIONAL INCORPORATED

                                           By: _______________________
                                               Robert W. Selander
                                               Chief Executive Officer

ACCEPTED AND AGREED TO
As of the date first written above

By: _______________________
Name: _____________________

                                       14

</TEXT>
</DOCUMENT>
