0001141391-19-000128 Sample Contracts

FORM OF DEFERRED STOCK UNIT AGREEMENT [for grants made on or after June 25, 2019]
Deferred Stock Unit Agreement • July 30th, 2019 • Mastercard Inc • Services-business services, nec

THIS AGREEMENT, dated as of _________, 20__ (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (the “Company”), and you (the “Director”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Non-Employee Director Equity Compensation Plan amended and restated as of June 26, 2018 (the “Plan”). The parties hereby agree as follows:

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FORM OF RESTRICTED STOCK AGREEMENT [for grants made on or after June 25, 2019]
Restricted Stock Agreement • July 30th, 2019 • Mastercard Inc • Services-business services, nec

THIS AGREEMENT, dated as of _________, 20__, (“Grant Date”) is between Mastercard Incorporated, a Delaware Corporation (the “Company”), and you (the “Director”). Capitalized terms that are used but not defined in this Agreement have the meanings given to them in the 2006 Non-Employee Director Equity Compensation Plan amended and restated as of June 26, 2018 (“Plan”) and, where applicable, in the 2006 Long Term Incentive Plan as amended and restated as of June 5, 2012 (“Omnibus Plan”).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 30th, 2019 • Mastercard Inc • Services-business services, nec • New York

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of June 5, 2019 and is entered into by and among MASTERCARD INCORPORATED, a Delaware corporation (the “Company”), and the Lenders (as defined below) signatory hereto. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

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