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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): January 4, 2005
MASTERCARD INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 000-50250 13-4172551
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
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 January 4, 2005, MasterCard International Incorporated, the principal
operating subsidiary of MasterCard Incorporated, entered into an agreement with
Citigroup Inc. ("Citigroup") to establish a pricing arrangement with respect to
transaction processing services provided by MasterCard to Citigroup affiliates
outside of North America for certain MasterCard-branded cards, subject to
certain conditions set forth in the agreement. The agreement is effective as of
October 1, 2004 and remains in effect until December 31, 2007. Based on a
Schedule 13G Information Statement filed on February 13, 2004, Citigroup and its
affiliates own approximately 6.0% 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: January 4, 2005 By /s/ Noah J. Hanft
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Noah J. Hanft
General Counsel and Secretary