EXHIBIT 3.2a

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                     MASTERCARD INTERNATIONAL INCORPORATED

     THE UNDERSIGNED, for the purpose of forming a corporation pursuant to
Section 102 of the Delaware General Corporation Law (the "DGCL") does hereby
certify the following:

     FIRST:  The name of the corporation is MasterCard International
Incorporated (the "Corporation").

     SECOND:  The address of the registered office of the Corporation in the
State of Delaware is 100 West Tenth Street, City of Wilmington, County of New
Castle, and the name of the registered agent of the Corporation in the State of
Delaware at that address is The Corporation Trust Company.

     THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the DGCL.

     FOURTH:  In furtherance, and not in limitation, of the general powers
conferred by the law of the State of Delaware and the objects and purposes
herein set forth, it is expressly provided that the Corporation shall, subject
to the provisions contained in the law of the State of Delaware, this
Certificate of Incorporation and the Bylaws of the Corporation (the "Bylaws"),
have the power to do all such acts as are necessary or convenient to the
attainment of the objects and purposes herein set forth and to engage in any
lawful act or activity for which corporations may be organized under the DGCL;
provided, however, that nothing contained in this Certificate of Incorporation
shall authorize or empower the Corporation to perform or engage in any acts or
practices which (a) are prohibited by Section 340 of the General Business Law of
the State of New York or any anti-monopoly statute of any state of the United
States or the District of Columbia, or (b) are defined as banking powers under
Section 126(a) of the DGCL.

     FIFTH:  The Corporation shall not have any authority to issue capital
stock.

     SIXTH:  The Corporation initially shall have authority to issue membership
interests in the following classes: Class A or "Principal" Memberships, which
shall include Principal Memberships, Association Memberships and Travelers
Cheque Memberships; Class B Memberships; and Affiliate Memberships. The
Corporation is authorized to issue an unlimited number of Class A Memberships.
The Corporation is authorized to issue a maximum of one Class B Membership. The
Class B Membership shall not be assessable. The board of directors of the
Corporation (the "Board"), upon the affirmative vote of at least 66 2/3% of the
directors present at a meeting at which a quorum is present, shall have the
authority to create additional classes of membership interests. Such additional
classes of membership shall have such rights, preferences and privileges as are
set out, from time to time, in the Bylaws, provided, however, that they shall
not have any right, preference or privilege greater than those of the Class A
Memberships.

     a. Class A Memberships.  The rights and obligations of the Class A
Memberships are as set forth in this Certificate of Incorporation and the Bylaws
of the Corporation. Holders of the Class A Memberships (such holders, the "Class
A Members") shall not be entitled to vote on account of such holdings, except as
otherwise provided herein or in the Bylaws, or as required by law. Class A
Members shall not be entitled on account of such membership, to receive any
portion of any dividends or other distributions or profits of the Corporation
and shall not be entitled to participate in any assets available for
distribution to the members of the Corporation upon any dissolution of the
Corporation.

     b. Class B Membership.  The rights and obligations of the Class B
Membership are as set forth in this Certificate of Incorporation and the Bylaws
of the Corporation. The Class B Membership shall be issued to MasterCard
Incorporated, a Delaware stock corporation. The holder of the Class B Membership
(the "Class B Member") shall have exclusive voting rights on all matters with
respect to which members may vote, except as provided otherwise herein or in the
Bylaws, or as otherwise required by law. The Class B Member, on account of such
status, shall be entitled to all legally permitted dividends and other
distributions approved


by the Board, and shall be entitled to receive all assets legally available for
distribution to the members of the Corporation on any dissolution, liquidation
or winding-up of the Corporation.

     c. Other Classes of Membership.  The rights and obligations of Affiliate
Memberships are set forth in the Bylaws of the Corporation. Other classes of
membership interests in the Corporation shall have such rights, preferences and
privileges as are determined by the affirmative vote of at least 66 2/3% of the
directors present at a meeting at which a quorum is present upon creation of
each class, provided that in no event shall any additional classes of membership
be entitled to rights, preferences or privileges that are greater than those of
the Class A Memberships.

     SEVENTH:  The private property of the members of the Corporation shall not
be subject to the payment of debts of the Corporation nor be subject to any
liability for any other obligations of the Corporation.

     EIGHTH:  Except to the extent set forth in this Certificate of
Incorporation, the conditions of membership in the Corporation shall be set
forth in the Bylaws.

     NINTH:

          a. The Board may impose upon the members (other than the Class B
     Member), whether before, on, or after termination of their membership,
     dues, assessments, fees, and other charges for any purpose or purposes as
     may be authorized in this Certificate of Incorporation or in the Bylaws,
     including without limitation assessments to pay for or reserve against any
     accumulated, current, or future expenses or liabilities of the Corporation.

          b. If the Board shall determine to satisfy any liability for damages
     based upon violation of United States antitrust laws arising out of the
     actions known as U.S. v. Visa International, Visa USA and MasterCard
     International and In re Visa Check, et al. (together, the "Antitrust
     Actions"), or any other action based upon the same factual allegations as
     advanced in the Antitrust Actions, by assessment of the Class A Members
     pursuant to Article VI Section 4 of the Bylaws, no such assessment shall be
     made directly or indirectly against members based upon card issuing or
     acquiring programs operated outside of the United States.

     TENTH:  No director will have any personal liability to the Corporation or
its members for monetary damages for any breach of fiduciary duty as a director,
except (i) for any breach of the director's duty of loyalty to the Corporation,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of the law, (iii) under Section 174 of the
DGCL or (iv) for any transaction from which the director obtained an improper
personal benefit.

     ELEVENTH:  It shall be a qualification for each director of the Corporation
that such director is also a director of the Class B Member. The Class B Member
shall elect any person who becomes a director of the Class B Member as a
director of the Corporation. Any director of the Corporation who ceases to be a
director of the Class B Member shall immediately cease to be a director of the
Corporation.

     TWELFTH:  In furtherance and not in limitation of the powers conferred by
statute, the Board is expressly authorized to make, alter or repeal the bylaws
of the Corporation.

     THIRTEENTH:  In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up (collectively, "liquidation") of the Corporation, the
Class B Member shall be entitled to receive out of the net remaining assets of
the Corporation (including any termination fees and assessments levied on
members pursuant to the Bylaws) the amounts and rights, if any, then existing or
received by the Corporation in such liquidation in respect to the sale or other
disposition of the trademarks, goodwill, and other assets relating to the
activities of the Corporation. Neither the consolidation nor merger of the
Corporation, nor the sale, lease, or transfer by the Corporation of all or any
part of its assets shall be deemed to be a liquidation of the Corporation for
the purposes of this Article THIRTEENTH.

     FOURTEENTH:  The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by the law of the State of Delaware, and all
rights herein conferred upon members are granted subject to this reservation.
The consent

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of the Class B Member and the affirmative vote or written consent of the holders
of at least a majority of the outstanding shares of Class A Stock and, prior to
and including the Transition Date, Class B Stock, of the Class B Member, voting
together as a single class, shall be required to amend Article FIFTH, SIXTH,
SEVENTH, NINTH(b), ELEVENTH, THIRTEENTH or FOURTEENTH of this Certificate of
Incorporation.

     IN WITNESS WHEREOF, MasterCard International Incorporated has caused this
Amended and Restated Certificate of Incorporation to be signed by its President,
and its corporate seal to be hereunto affixed and attested by its Secretary,
this    day of             , 2002.

                                          MASTERCARD INTERNATIONAL INCORPORATED

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