MasterCard Announces Annual Meeting Results; Stockholders Approve All Proposals and Elect Board of Directors

MasterCard Incorporated (NYSE:MA) today announced the
results of its Annual Meeting of Stockholders, held earlier today at
the company's global headquarters in Purchase, NY. Holders of the
company's Class A common stock elected eight Class A Directors,
approved the 2006 Non-Employee Director Equity Compensation Plan and
ratified the appointment of PricewaterhouseCoopers LLP as the
company's independent registered public accounting firm for 2006.
Addressing stockholders, MasterCard President and Chief Executive
Officer Robert W. Selander said that although the company celebrates
its 40th anniversary this year, it is in many ways a new company, with
a strategy and new structure that differentiate it within the payments
industry, enhance its competitiveness and pave the way for growth
fueled by powerful market trends in global commerce.
"Armed with a unique business model -- as a franchisor, processor
and advisor-- we are helping build a powerful web of economic
connections, drive profitable growth for our customers and deliver
value to our stockholders," Selander said
"Today, we are at the core of the dynamic global payments
industry," the MasterCard CEO told stockholders. "By leveraging our
unified global organization, advanced transaction processing network,
powerful brand and our ability to provide our customers with unique
payment solutions, we have, more than ever, the ability to displace
paper-based forms of payment by bringing the benefits of electronic
payments to every corner of the world."
In addition to Mr. Selander, the following Class A Directors were
elected to MasterCard's Board of Directors:

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-- David R. Carlucci
Chairman, President and Chief Executive Officer,
IMS Health, Inc.

-- Manoel Luiz Ferrao de Amorin
Managing Director of the Residential Business Unit, Telefonica
International S.A.

-- Bernard S. Y. Fung
Chairman and Chief Executive Officer, Aon Asia Pacific Region

-- Richard Haythornthwaite
Managing Director, Star Capital Partners

-- Marc Olivie
President and Chief Executive Officer, the Agfa-Gevaert Group

-- Mark Schwartz
Former Senior Advisor to George Soros and President and Chief
Executive Officer, Soros Fund Management LLC

-- Edward Su-ning Tian
Chief Executive Officer and Chairman of the Board of
Directors, China Netcom Group Corporation (Hong Kong) Ltd.
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In addition, holders of the company's Class M common stock elected
Norman C. McLuskie, former chairman, Retail Direct of the Royal Bank
of Scotland Group, to serve as a Class M director of MasterCard. The
European class M shareholders elected the 17 members of the European
Board named in the company's proxy statement. McLuskie, as the Europe
Class M member of the MasterCard Board, also serves on the European
Board.

About MasterCard Incorporated

MasterCard Incorporated advances global commerce by providing a
critical economic link among financial institutions, businesses,
cardholders and merchants worldwide. As a franchisor, processor and
advisor, MasterCard develops and markets payment solutions, processes
close to 14 billion transactions each year, and provides
industry-leading analysis and consulting services to financial
institution customers and merchants. Through its family of brands,
including MasterCard(R), Maestro(R) and Cirrus(R), MasterCard serves
consumers and businesses in more than 210 countries and territories.
For more information go to www.mastercard.com.