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Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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On August 23, 2010, MasterCard Incorporated sent the following letter to stockholders in connection with its solicitation of proxies for its 2010 Annual Meeting of Stockholders:


August 23, 2010

Dear Stockholder:

We recently mailed you proxy materials for the 2010 Annual Meeting of Stockholders of MasterCard Incorporated, which will be held on September 21, 2010.

As of this date, your voting instructions have not yet been received. Your vote is very important. We encourage you to review the proxy statement you previously received and which was filed with the U.S. Securities and Exchange Commission on July 30, 2010 and to vote your shares by phone or internet by following the instructions printed on the enclosed voting form. You may also sign, date and mail the voting form in the postage paid envelope provided.

Please also note that several of the proposals to be considered at the 2010 annual meeting are deemed to be “non-routine” and therefore require you to provide specific voting instructions in order for your vote to be counted for these proposals. In particular, among the proposals to be considered at the 2010 annual meeting are some significant changes to our certificate of incorporation that address, among other things, requirements for the composition of our Board of Directors, the election of Board members and requirements applicable to the ownership of our stock. These voting items require an affirmative vote of 80% or more of the outstanding shares of our Class A Common Stock.

If you have recently voted your shares, please accept our thanks and kindly disregard this request.

Thank you for your continued support of MasterCard.

Very truly yours,
Noah J. Hanft
Corporate Secretary