X0306 4 2014-06-03 0001141391 MASTERCARD INC MA 0001362566 Haythornthwaite Richard 2000 PURCHASE STREET PURCHASE NY 10577-2509 1 Class A Common Stock 2014-06-03 4 A 0 2620.0000 0.0000 A 64550.0000 D Represents restricted stock award pursuant to the terms of a stockholder-approved non-employee director equity compensation plan. The award was fully vested on June 3, 2014, the date of the grant, but is subject to transfer restrictions which lapse on June 3, 2018. /s/ Bart S. Goldstein attorney-in-fact for Richard Haythornthwaite pursuant to a power of attorney dated January 30, 2012 2014-06-05