Definitive Additional Materials


Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

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On May 25, 2011, MasterCard Incorporated sent the following text of an email to employees in connection with its solicitation of proxies for its 2011 Annual Meeting of Stockholders:

As an employee who has received shares of MasterCard’s Class A Common Stock through the company’s stock plan, you likely have either recently received, or will soon receive, proxy materials from Morgan Stanley Smith Barney (as your broker) for our upcoming 2011 Annual Meeting of Stockholders, to be held on June 7, 2011.

Your vote is very important. We encourage you to review the proxy statement, which was filed with the U.S. Securities and Exchange Commission on April 29, 2011. You may vote your shares by phone or internet by following the instructions on the voting form included in the proxy materials. Please also note that several of the proposals to be considered at the 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 annual meeting are advisory votes on our compensation for named executive officers and the frequency with which such a proposal will be brought for consideration by stockholders.

Please do not hesitate to contact either me (via email at                              or by phone at                             ) or Craig Brown, SEC Counsel (via email at                              or by phone at                             ), should you have any questions.

If you have already received your voting form with respect to shares which are held at Morgan Stanley Smith Barney but inadvertently misplaced or discarded it, you may call                              of Morgan Stanley Smith Barney at                              with a voting instruction. If you have any additional questions regarding how to vote your shares, please feel free to contact our proxy solicitor, Georgeson Inc., at (866) 541-3547.

Thanks in advance for your assistance. We appreciate you taking the time to review the proxy materials, consider the matters included and vote.

Bart S. Goldstein

Group Executive, Senior Associate General Counsel