1141391--2/18/2010--MASTERCARD

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{system, service, information}

{customer, product, revenue}

{product, market, service}

{provision, law, control}

{stock, price, share}

{condition, economic, financial}

{loss, insurance, financial}

{competitive, industry, competition}

{stock, price, operating}

{operation, international, foreign}

{financial, litigation, operation}

{acquisition, growth, future}

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Interchange fees are subject to increasingly intense legal, regulatory and legislative scrutiny worldwide, which may have a material adverse impact on our revenue, our prospects for future growth and our overall business, financial condition and results of operations. If the approval of the settlements of our currency conversion cases is undermined by an appeal and we are unsuccessful in any of our various lawsuits relating to our currency conversion practices, our business may be materially and adversely affected. If we determine in the future that we are required to establish reserves or we incur liabilities for any litigation that has been or may be brought against us, our results of operations, cash flow and financial condition could be materially and adversely affected. Limitations on our business and other penalties resulting from litigation or litigation settlements may materially and adversely affect our revenue and profitability. The payments industry is the subject of increasing global regulatory focus, which may result in the imposition of costly new compliance burdens on us and our customers and may lead to increased costs and decreased transaction volumes and revenues. Government actions could curtail our ability to compete effectively against providers of domestic payments services in certain countries, which could adversely affect our ability to maintain or increase our revenues. Regulation in the areas of consumer privacy, data use and/or security could decrease the number of payment cards issued and could increase our costs. Unprecedented global economic events in financial markets around the world have directly and adversely affected, and may continue to affect, many of our customers, merchants that accept our brands and cardholders who use our brands, which could result in a material and adverse impact on our prospects, growth, profitability, revenue and overall business. Our operating results may suffer because of substantial and increasingly intense competition worldwide in the global payments industry. We face increasingly intense competitive pressure on the prices we charge our customers, which may materially and adversely affect our revenue and profitability. Consolidation or other changes affecting the banking industry could result in a loss of business for MasterCard and may result in lower prices and/or more favorable terms for our customers, which may materially and adversely affect our revenue and profitability. Our revenue could fluctuate and decrease significantly in the longer term if we lose a significant portion of business from one or more of our largest significant customers, which could have a material adverse long-term impact on our business. Merchants are increasingly focused on the costs of accepting card-based forms of payment, which may lead to additional litigation and regulatory proceedings and may increase the costs of our incentive programs, which could materially and adversely affect our profitability. A decline in cross-border travel could adversely affect our revenues and profitability, as a significant portion of our revenue is generated from cross-border transactions. Certain customers have exclusive, or nearly- exclusive, relationships with our competitors to issue payment cards, and these relationships may adversely affect our ability to maintain or increase our revenues. We depend significantly on our relationships with our customers to manage our payment system. If we are unable to maintain those relationships, or if our customers are unable to maintain their relationships with cardholders or merchants that accept our cards for payment, our business may be materially and adversely affected. Our business may be materially and adversely affected by the marketplace s perception of our brands and reputation. If we are unable to grow our debit business, particularly in the United States, we may fail to maintain and increase our revenue growth. General economic and global political conditions may adversely affect trends in consumer spending, which may materially and adversely impact our revenue and profitability. As a guarantor of certain obligations of principal members and affiliate debit licensees, we are exposed to risk of loss or illiquidity if any of our customers default on their MasterCard, Cirrus or Maestro settlement obligations. If our transaction processing systems are disrupted or we are unable to process transactions efficiently or at all, our revenue or profitability would be materially reduced. Account data breaches involving card data stored by us or third parties could adversely affect our reputation and revenue. An increase in fraudulent activity using our cards could lead to reputational damage to our brands and could reduce the use and acceptance of our cards. If we are not able to keep pace with the rapid technological developments in our industry to provide customers, merchants and cardholders with new and innovative payment programs and services, the use of our cards could decline, which could reduce our revenue and income or limit our future growth. Adverse currency fluctuations and foreign exchange controls could decrease revenue we receive from our operations outside of the United States. Any acquisitions or strategic investments that we make could disrupt our business and harm our financial condition. Risks Related to our Class A Common Stock and Governance Structure Future sales of our shares of Class A common stock could depress the market price of our Class A common stock. The market price of our common stock may be volatile. There are terms in our charter documents and under Delaware law that could be considered anti-takeover provisions or could have an impact on a change in control. A substantial portion of our voting power is held by the Foundation, which is restricted from selling shares for an extended period of time and therefore may not have the same incentive to approve a corporate action that may be favorable to the other public stockholders. In addition, the ownership of Class A common stock by the Foundation and the restrictions on transfer could discourage or make more difficult acquisition proposals favored by the other holders of the Class A common stock. The holders of our Class M common stock have the right to elect up to three of our directors and to approve significant corporate transactions, and their interests in our business may be different from those of our other stockholders. Our ability to pay regular dividends to our holders of Class A common stock and Class B common stock is subject to the discretion of our board of directors and will be limited by our ability to generate sufficient earnings and cash flows.

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1141391--2/18/2010--MASTERCARD_INC