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                                                                   Exhibit 10.11


                     MASTERCARD INTERNATIONAL INCORPORATED

                            EXECUTIVE INCENTIVE PLAN
                                  PLAN DOCUMENT

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004

1.       PURPOSE

         The Executive Incentive Plan (the "Plan") is designed to support the
         strategic commitment to attract, retain and motivate senior executives
         of MasterCard International Incorporated (the "Company") and Affiliated
         Employers by providing a long-term incentive opportunity that is based
         on the Company's and/or Affiliated Employer's achievement of its
         quantitative and qualitative long-term performance goals.

2.       DEFINITIONS

         For purposes of this Plan, the following terms shall have the meanings
         set forth below:

         "Affiliated Employer" shall mean (i) any corporation which is a member
         of a controlled group of corporations (as defined in Section 414(b) of
         the Internal Revenue Code (the "Code")), which includes the Company,
         (ii) any trade or business (whether or not incorporated), which is
         under common control (as defined in Section 414(c) of the Code) with
         the Company, (iii) any organization (whether or not incorporated) which
         is a member of an affiliated services group (as defined in Section
         414(m) of the Code) which includes the Company, and (iv) any other
         entity required to be aggregated with the Company pursuant to
         regulations under Section 414(o) of the Code.

         "Board" shall mean the Global Board of Directors.

         "Cause" shall mean (i) the willful failure by the Participant to
         substantially perform his duties as an employee of the Employer (other
         than due to physical or mental illness) after reasonable notice to the
         Participant of such failure, (ii) the Participant's engaging in serious
         misconduct that is injurious to the Company or an Affiliated Employer
         including, but not limited to, damage to its reputation or standing in
         its industry, (iii) the Participant's having been convicted of, or
         entered a plea of nolo contendere to a crime that constitutes a felony
         or (iv) the material breach by the Participant of any written covenant
         or agreement with the Company or an Affiliated Employer not to disclose
         any information pertaining to the Company and/or its Affiliated
         Employers.

         "Change in Control" means:

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         (i) if (a) at any time three stockholders have become entitled to cast
         at least 45 percent of the votes eligible to be cast by all the
         stockholders of MasterCard Incorporated on any issue, (b) at any time,
         a plan or agreement is approved by the stockholders of MasterCard
         Incorporated to sell, transfer, assign, lease or exchange (in one
         transaction or in a series of transactions) all or substantially all of
         the Company's or MasterCard Incorporated's assets, (c) at any time, a
         plan is approved by the stockholders of MasterCard Incorporated for the
         sale, liquidation or dissolution of the Company or MasterCard
         Incorporated or (d) at any time MasterCard Incorporated shall cease to
         be the sole class B member of the Company or otherwise cease to control
         substantially all voting rights in the Company. The foregoing
         notwithstanding, a reorganization in which the stockholders of
         MasterCard Incorporated continue to have all of the ownership rights in
         the continuing entity shall not in and of itself be deemed a "Change in
         Control" under (b), (c) and/or (d);

         (ii) the approval by the stockholders of MasterCard Incorporated of (a)
         any consolidation or merger of MasterCard Incorporated in which
         MasterCard Incorporated is not the continuing or surviving corporation
         or pursuant to which shares of stock of MasterCard Incorporated would
         be converted into cash, securities or other property, other than a
         merger in which the holders of the stock immediately prior to the
         merger will have the same proportionate ownership interest (i.e., still
         own 100% of total) of common stock of the surviving corporation
         immediately after the merger;

         (iii) any "person" (as defined in Section 13(d) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")), other than
         MasterCard Incorporated or a subsidiary or employee benefit plan or
         trust maintained by MasterCard Incorporated any of its subsidiaries,
         becoming (together with its "affiliates" and "associates", as defined
         in Rule 12b-2 under the Exchange Act) the "beneficial owner" (as
         defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
         of more than twenty-five percent (25%) of the stock of MasterCard
         Incorporated outstanding at the time, without the prior approval of the
         board of directors of MasterCard Incorporated; or

         (iv) a majority of the voting directors of MasterCard Incorporated
         proposed on a slate for election by stockholders of MasterCard
         Incorporated are rejected by a vote of such stockholders.

         "Committee" shall mean a committee of the Board designated by the Board
         to administer the Plan. Unless the Board shall determine otherwise, the
         Committee shall be the Compensation Committee.

         "Determination Date" shall have the meaning set forth in Section 5.

         "Disability" shall mean total and permanent disability in accordance
         with the Company's or an Affiliated Employer's long-term disability
         plan.

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         "Employer" shall mean the Company or an Affiliated Employer that adopts
         the Plan with the approval of the Board. Appendix A contains a list of
         each Employer.

         "Participant" shall mean an eligible employee to whom a Performance
         Unit award has been granted.

         "Performance Levels" shall mean, with respect to the Performance
         Measures (on an aggregate basis), the following degrees of achievement:
         Below Threshold, Minimum Threshold, Target and Superior.

         "Performance Measures" shall mean one or more performance goals
         established by the Committee with respect to each award of Performance
         Units.

         "Performance Period" shall mean, with respect to each award of
         Performance Units, the three-year period beginning on the date such
         award is granted or such other period as may be established by the
         Committee at the time of grant.

         "Performance Unit" shall mean a performance unit award granted under
         the Plan.

         "Post-Performance Period" shall have the meaning set forth in Section
         7(b).

         "Retirement" shall mean retirement pursuant to the terms of the
         MasterCard Accumulation Plan.

         "Twelve-Month Cycle" shall mean any twelve-month period ending with an
         anniversary date of the date of a grant of a Performance Unit award
         that occurs on or before the end of the Vesting Period with respect to
         that award.

         "Unit Value" shall be the value of a Performance Unit as determined in
         accordance with Section 5.

         "Vesting Period" shall mean, with respect to each grant of Performance
         Units, the period, as set forth in the certificate or written agreement
         provided to the Participant with respect to the grant, beginning on the
         date of grant and ending with the date the award is 100 percent vested.

3.       ELIGIBILITY

         Employees who are designated Senior Vice President or higher are
         eligible for participation in any Performance Period provided they have
         achieved the minimum performance evaluation rating required for
         participation as determined by the Committee and have been designated
         to the appropriate level by March 31

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         of the calendar year. In addition, the Committee and/or the Chief
         Executive Officer may designate any other employee as eligible to
         participate in the Plan.

4.       PERFORMANCE UNIT AWARDS

         (a)      Subject to the provisions of this Plan, each Performance Unit
                  award shall be determined by the CEO of the Company with
                  approval by the Committee and evidenced by a certificate or
                  written agreement provided to each Participant. Subject to
                  Sections 6 and 7 of the Plan, each Performance Unit grant
                  shall entitle a Participant to receive a cash payment equal to
                  the Unit Value, as adjusted under Section 5(a) below, of such
                  Performance Unit. Unit Value shall be determined in accordance
                  with Section 5.

         (b)      The Committee shall specify the terms and conditions of each
                  award of Performance Units, including the applicable vesting
                  schedule, Performance Period, Performance Measures,
                  Performance Levels, and resulting Unit Value as a consequence
                  of the specified Performance Levels. The Committee may
                  condition the grant of a new award on the surrender of an
                  outstanding award. Any such new award shall be subject to the
                  terms and conditions specified by the Committee at the time
                  the new award is granted, in accordance with the provisions of
                  the Plan and without regard to the terms of the surrendered
                  award.

5.       UNIT VALUE

         (a)      Subject to the negative adjustments described in this Section
                  5(a), the Unit Value of a Performance Unit shall be determined
                  based upon the achievement of Performance Levels as of the
                  Determination Date as follows.

<TABLE>
<CAPTION>
                  PERFORMANCE LEVEL                           UNIT VALUE
                  ------------------------------------------------------
<S>                                                           <C>
                  Below Threshold                             $   0
                  Threshold                                   $  50
                  Target                                      $100
                  Superior                                    $200
</TABLE>

                  Determinations as to the achievement of Performance Levels
                  shall be made by the Committee in its sole discretion. The
                  values above are meant to be a framework and not an absolute.
                  The Committee will determine the Unit Value based on
                  interpolation in the event that performance between threshold
                  and target or target and superior is achieved. Beginning with
                  awards granted effective on or after January 1, 2004, the
                  Committee may make negative adjustments in order to comply
                  with section 162(m) of the Code, to the Unit Value of all or
                  any subset of the Performance Units

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                  awarded to reflect (i) additional or amended performance
                  measures or criteria, beyond those in the Performance
                  Measures, which additional or amended measures or criteria can
                  be based on a combination of corporate performance targets,
                  and/or performance targets for a business unit, division,
                  department, affiliate, geographic unit, or other unit, or (ii)
                  the impact of a significant event, occurrence, or charge to
                  earnings.

         (b)      The Committee shall determine the Performance Level achieved
                  for a Performance Period and shall determine Unit Value,
                  including any adjustments under Section 5(a) above, during the
                  60 day period following the Determination Date. Except as
                  otherwise provided by the Committee, the Determination Date
                  shall be the last day of the Performance Period to which a
                  Performance Unit relates; provided that, if a Participant
                  terminates employment prior to the end of the Performance
                  Period, the Determination Date with respect to any Performance
                  Units relating to such Performance Period (provided such
                  Performance Units have not been forfeited pursuant to Section
                  6 by reason of such termination) shall be deemed to be the
                  last day of employment and the Performance Level achieved with
                  respect to any such Performance Units shall be deemed to be
                  Target.

6.       VESTING

         (a)      Each Performance Unit shall vest subject to such terms and
                  conditions as the Committee may, in its sole discretion,
                  determine; provided that, unless otherwise provided by the
                  Committee at the time of award, Performance Units which relate
                  to a three-year Performance Period shall vest in annual
                  increments according to the following schedule if the
                  Participant completes 1,000 hours of service in each
                  Twelve-Month Cycle and is employed on the last day of the
                  respective Twelve-Month Cycle:

<TABLE>
<CAPTION>
                    TWELVE-MONTH
                    CYCLE ENDING
                  ON THE FOLLOWING
                    ANNIVERSARY OF                           % OF PERFORMANCE
                  THE DATE OF GRANT                             UNITS VESTED
                  -----------------                          ----------------
<S>                                                          <C>
                    1st Anniversary                             26 2/3%
                    2nd Anniversary                             26 2/3%
                    3rd Anniversary                             26 2/3%
                    4th Anniversary                              0    %
                    5th Anniversary                             20    %
</TABLE>

         (b)      Except as otherwise determined by the Committee or as provided
                  below, unvested Performance Units relating to the Twelve-Month
                  Cycle in which a Participant terminates employment, and
                  subsequent Twelve-Month

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                  Cycles during the Vesting Period for the award, shall be
                  forfeited upon termination of employment.

         (c)      Notwithstanding the foregoing, if a Participant ceases to be
                  employed during a Twelve-Month Cycle, but is rehired either
                  during the same Twelve-Month Cycle or during a subsequent
                  Twelve-Month Cycle in the Vesting Period for the same award of
                  Performance Units, the Participant shall be eligible to vest
                  in the Performance Units under that award that relate to the
                  Twelve-Month Cycle of rehiring and subsequent Twelve-Month
                  Cycles if the Participant otherwise meets the terms and
                  conditions specified in the award and completes 1,000 hours of
                  service in and is employed on the last day of the Twelve-Month
                  Cycle; provided, however, that, in order to vest in the
                  Performance Units relating to the final Twelve-Month Cycle in
                  the Vesting Period, the Participant must be employed on the
                  first and last day of that final Twelve-Month Cycle and have
                  completed 1,000 hours of service during that final
                  Twelve-Month Cycle.

         (d)      Notwithstanding the foregoing, upon a Participant's
                  termination of employment due to death or Disability, all of
                  the Participant's Performance Units shall immediately vest and
                  none shall be forfeited.

         (e)      Notwithstanding the foregoing, upon a Participant's
                  termination of employment due to Retirement, all of the
                  Participant's Performance Units (with the exception of any
                  Performance Units granted with no vesting until the end of the
                  Performance Period) shall immediately vest and none shall be
                  forfeited, as long as Participant has at least six months of
                  service in the Performance Period. The Committee shall retain
                  the discretion to allow in particular cases immediate vesting
                  under this Section 6(e) to a Participant holding Performance
                  Units that have no vesting until the end of the Performance
                  Period.

         (f)      Notwithstanding the foregoing, upon a Participant's
                  termination of employment for Cause, all vested but unpaid
                  Performance Units held by the Participant shall be forfeited
                  in full, without any right to payment from the Company. The
                  Committee in its sole discretion shall determine whether a
                  termination was for "Cause".

         (g)      Notwithstanding the foregoing, upon a Participant's voluntary
                  termination other than by reason of Disability, all vested but
                  unpaid Performance Units held by a Participant who violates
                  the noncompetition provisions set forth in Section 7(c) below,
                  shall be forfeited in full.

         (h)      In the event of a Change in Control, as defined in Section 2
                  above, key executives defined in the MasterCard Change of
                  Control policy or who are parties to a "Change-in-Control"
                  agreement with the Company or an

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                  Affiliated Employer shall be eligible for 100% vesting in all
                  unvested awards.

7.       PAYMENT

         (a)      Except as otherwise determined by the Committee at the time of
                  grant of a Performance Unit, or as otherwise elected by the
                  Participant pursuant to Section 7(d) below, within 60 days of
                  the determination of the Unit Value in accordance with Section
                  5, Participant shall receive a cash payment in respect of each
                  vested Performance Unit equal to such Unit Value for the
                  completed Performance Period.

         (b)      Except as otherwise determined by the Committee at the time of
                  grant of a Performance Unit, or as otherwise elected by the
                  Participant pursuant to Section 7(d) below, (i) if Participant
                  remains employed such that he or she vests in Performance
                  Units for a Twelve-Month Cycle in the portion of the Vesting
                  Period that extends beyond the Performance Period (the
                  "Post-Performance Period") or (ii) if a Participant terminates
                  employment due to death or Disability during the
                  Post-Performance Period, the Participant shall receive, within
                  60 days of the end of the Vesting Period, or termination, as
                  the case may be, an additional cash payment in respect of each
                  Performance Unit which has not yet been paid pursuant to
                  paragraph (a) above equal to the Unit Value.

         (c)      In the event a Participant voluntarily terminates employment
                  other than by reason of Disability, no payment otherwise due
                  under Section 7(a) or (b) above shall be made before 120 days
                  after such voluntary termination. In the event that, during
                  the 120 days following such voluntary termination, the
                  Participant directly or indirectly engages or invests in any
                  business or activity that is directly or indirectly in
                  competition with any business or activity engaged in by the
                  Company or an Affiliated Employer, including, but not limited
                  to, any credit, charge, chip, or debit card business or
                  processor, the Participant's Performance Units shall not be
                  paid and, pursuant to Section 6(g) above, shall be forfeited
                  in full. For purposes of the preceding sentence, the
                  Participant shall be deemed to be engaged in any business
                  which any person for whom he shall perform services is
                  engaged. Notwithstanding the foregoing, nothing herein shall
                  prohibit the Participant from having a beneficial ownership
                  interest of less than 3% of the outstanding amount of any
                  class of securities of any enterprise (but without otherwise
                  participating in the activities of such enterprise) if such
                  securities are listed on a national securities exchange or
                  quoted on an inter-dealer quotation system. The Participant
                  shall not be treated as engaged or invested in any business in
                  competition with that of the Company or an Affiliated Employer
                  if the Participant performs services or engages in business or
                  activities for a MasterCard member, provided that the
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                  MasterCard member is not a party to a brand dedication
                  agreement with VISA USA, VISA International, American Express,
                  JCB, Discover, Diners Club, Carte Blanche or any other
                  competitor of the Company or an Affiliated Employer, the term
                  of which is two years or more. In the event that, during the
                  120 days following such voluntary termination, the Participant
                  does not engage in or invest in any such competitive business
                  or activity, and certifies to that effect on forms provided by
                  the Company, the Participant's Performance Units shall be
                  paid.

         (d)      Payments of Performance Units under Sections 7(a) and 7(b)
                  above are eligible for deferral under the terms and conditions
                  of the MasterCard International Incorporated Deferral Plan, as
                  amended from time to time. In the event a Participant who has
                  made a Deferred Performance Units Election under the
                  MasterCard International Incorporated Deferral Plan
                  voluntarily terminates employment, Sections 6(g) and 7(c) will
                  apply to those payments that, in the absence of the Deferred
                  Performance Units Election, would have been paid in the 120
                  days following termination.

8.       TERM

         The Plan shall be effective as of January 1999. Amendments to the Plan
         generally shall be effective on their adoption. Section 6(g) and
         Section 7(c), as added to the Plan effective July 9, 2001, shall apply
         to Performance Units awarded beginning January 1, 2002. The amendments
         to the Plan made effective as of December 12, 2001, shall apply to all
         Performance Units awarded in 2001 as well as to Performance Units
         awarded thereafter.

9.       ADMINISTRATION

         (a)      The Committee shall determine, in its sole discretion, any
                  question arising in connection with the interpretation or
                  application of the provisions of the Plan and its decisions or
                  actions in respect thereof shall be conclusive and binding
                  upon any and all Participants and their beneficiaries,
                  successors and assigns, and all other persons. All resolutions
                  or actions taken by the Committee shall be by affirmative vote
                  or action of a majority of the members of the Committee.

         (b)      The Committee may delegate to one or more officers or managers
                  of the Company, or to a committee of such officers or
                  managers, the authority, subject to such terms and limitations
                  as the Committee shall determine, to take any actions the
                  Committee has the authority to take under the Plan.

         (c)      Members of the Committee or its delegates shall be fully
                  protected in relying in good faith upon the advice of counsel
                  and shall incur no liability with respect to the Plan except
                  for their own gross negligence or willful

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                  misconduct in the performance of their duties. The Company
                  shall defend, indemnify and hold harmless each member of the
                  Committee or its delegates against any and all claims,
                  liabilities and costs (including attorney fees) arising in
                  connection with their administration of the Plan except for
                  such member's own gross negligence or willful misconduct.

10.      GENERAL PROVISIONS

         (a)      Nothing in this Plan or in any instrument executed pursuant
                  hereto shall confer upon any person any right to continue in
                  the employment or other service of the Company or an
                  Affiliated Employer, or shall affect the right of the Company
                  or an Affiliated Employer to terminate the employment or other
                  service of any person at any time with or without cause.

         (b)      The grant of Performance Units shall not confer upon a
                  Participant any of the rights of a stockholder of the Company
                  or an Affiliated Employer, and no shares of stock shall be
                  issued pursuant to Performance Units. The rights of a
                  Participant under the Plan shall be no greater than the rights
                  of a general unsecured creditor of the Company or Affiliated
                  Employer.

         (c)      In the event a Participant is employed or resides in a country
                  with laws that prescribe certain requirements for long-term
                  incentives to qualify for advantageous tax treatment, the
                  Committee may at its discretion modify the terms of an award
                  to be made under the Plan and procure assumption of any of the
                  Company's obligations hereunder by an affiliate company, in a
                  manner consistent or inconsistent with the terms of the Plan,
                  for the purpose of qualifying the award under such laws of
                  such country; provided, however, that to the extent possible,
                  the overall terms and conditions of such an award should not
                  be made more favorable to the recipient than would be
                  permitted if the award had been granted under this Plan as
                  herein set forth.

         (d)      Participants shall be solely responsible for the payment of
                  any taxes due in connection with the Plan; provided, however,
                  that the Company shall make such provisions as it may deem
                  appropriate for the withholding of any taxes which the Company
                  determines it or an Affiliated Employer is required to
                  withhold in connection with any award under the Plan.

         (e)      By accepting any benefits under the Plan, each Participant,
                  and each person claiming under or through him, shall be
                  conclusively deemed to have indicated his acceptance and
                  ratification of, and consent to, all provisions of the Plan
                  and any action or decision under the Plan by the Company, an
                  Affiliated Employer, their agents and employees, and the
                  Committee.

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         (f)      The validity, construction, interpretation and administration
                  of the Plan and any awards under the Plan and of any
                  determinations or decisions made thereunder, and the rights of
                  all persons having or claiming to have any interest herein or
                  thereunder, shall be governed by, and determined exclusively
                  in accordance with, the laws of New York (determined without
                  regard to its conflict of laws provisions).

         (g)      This Plan shall be binding upon and inure to the benefit of
                  the Company, its affiliated companies and their successors or
                  assigns, and all Participants and their beneficiaries,
                  successors, and assigns and all other persons claiming under
                  or through any of them.

         (h)      The value of Performance Unit awards shall not be treated as
                  compensation and/or salary for purposes of calculating a
                  Participant's benefits under any of the Company's or an
                  Affiliated Employer's other benefit plans, policies or
                  programs.

         (i)      The use of the masculine gender shall also include within its
                  meaning the feminine. The use of the singular shall include
                  within its meaning the plural and vice versa.

11.      AMENDMENT AND TERMINATION

         This Plan may be amended or terminated by the Board or the Committee at
         any time, for any reason and in any respect; provided, however, that no
         such amendment or termination of this Plan shall affect adversely any
         award of Performance Units theretofore granted without the written
         consent of the holder thereof. Notwithstanding the foregoing:

         (a)      The methodology for determining Performance Units and Unit
                  Value may be changed, on a prospective basis, at any time.

         (b)      Upon termination of the Plan, the Board or the Committee may
                  provide for the immediate termination of all outstanding
                  Performance Units in exchange for a cash payment equal to the
                  then value of the Performance Units that are outstanding and
                  vested (pursuant to Section 6) at the time of termination. The
                  Board or the Committee also may terminate the Plan and adopt a
                  successor plan or may amend the Plan, and give participants
                  equivalent value in the successor plan or the amended plan for
                  their vested Performance Units in the Plan and equivalent
                  credit in the successor plan or the amended plan for unvested
                  outstanding Performance Units in the Plan.

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                                   APPENDIX A

                                    EMPLOYERS

                    MasterCard International, Incorporated.

                          MasterCard International, LLC





























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