Underwriting AgreementUnderwriting Agreement • May 22nd, 2006 • Mastercard Inc • Services-business services, nec • New York
MasterCard Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 61,520,912 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 4,614,077 additional shares (the “Optional Shares”) of Class A Common Stock, par value $.0001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
