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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 22, 2005
MASTERCARD INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 000-50250 13-4172551
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 PURCHASE STREET
PURCHASE, NEW YORK 10577
(Address of principal executive offices) (Zip Code)
(914) 249-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 22, 2005, MasterCard International Incorporated, the
principal operating subsidiary of MasterCard Incorporated, received executed
copies of a series of agreements with JPMorgan Chase Bank, National Association
("JPMC") with respect to the provision of transaction processing and related
network services by MasterCard to JPMC and its affiliates. These agreements
were executed by MasterCard on February 8, 2005 and countersigned by JPMC on
February 18, 2005. Among other things,the agreements provide for a pricing
arrangement for JPMC's use of MasterCard's core authorization, clearing and
settlement services and certain supplemental user-pay services in the United
States. The agreements are effective as of January 1, 2005 and have five-year
terms. Based on a Schedule 13G/A Information Statement filed on February 10,
2005, JPMC and its affiliates own approximately 11.7% of the outstanding shares
of common stock of MasterCard Incorporated.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MasterCard Incorporated
Date: February 22, 2005 By /s/ NOAH J. HANFT
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Noah J. Hanft
General Counsel and Secretary