0000950123-05-002512 Sample Contracts

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2005 • Mastercard Inc • Services-business services, nec

Agreement made and entered into this 28th day of February, 2005 (the “Effective Date”), by and between MasterCard International Incorporated, a Delaware corporation (the “Company”) and Robert W. Selander (the “Executive”).

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MasterCard International – Citibank, N.A Agreement
Mastercard International – Citibank, n.a Agreement • March 2nd, 2005 • Mastercard Inc • Services-business services, nec • New York

This agreement (“Agreement”), dated as of January 3, 2005, and effective as of the Effective Date (as defined below), is made by and between MasterCard International Incorporated, a Delaware corporation having its principal place of business at 2000 Purchase Street, Purchase, New York 10577-2509 (“MasterCard”), and Citibank, N.A., a national banking association having its principal place of business at 399 Park Avenue, New York, New York 10022 (“Citibank”).

FIRST AMENDMENT TO GUARANTEE
Guarantee • March 2nd, 2005 • Mastercard Inc • Services-business services, nec

THIS FIRST AMENDMENT TO GUARANTEE (the “Amendment”), dated as of November 23, 2004, is made by and among MASTERCARD INTERNATIONAL INCORPORATED, a Delaware non-stock membership corporation (“MasterCard International”), MASTERCARD INCORPORATED, a Delaware stock corporation (“MasterCard Incorporated”; MasterCard International and MasterCard Incorporated are hereinafter referred to individually and collectively as “Guarantor”), and UMB BANK, & TRUST, N.A., a national banking association (formerly known as State Street Bank and Trust of Missouri, N.A.), as Indenture Trustee (the “Indenture Trustee”).

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