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.

(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.