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                                                                    EXHIBIT 10.8


                      MASTERCARD INTERNATIONAL INCORPORATED

                            EXECUTIVE INCENTIVE PLAN

                                  PLAN DOCUMENT

               AS AMENDED AND RESTATED EFFECTIVE DECEMBER 12, 2001

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") by providing a
      long-term incentive opportunity that is based on the Company'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:

      "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 Company (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 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 not to disclose any information pertaining to the Company.

      "Change in Control" means:

      (i) as long as the Company is a non-stock membership corporation, or any
      of its affiliates is a private share corporation, if (a) at any time three
      members have become entitled to cast at least 45 percent of the votes
      eligible to be cast by all the members of the Company (or all shareholders
      of such private share corporation) on any issue, (b) at any time, a plan
      or agreement is approved by the members or shareholders, as the case may
      be, to sell, transfer assign, lease or exchange substantially all of the
      Company's or such private share corporations' assets, or (c) at any time,
      a plan is approved by the members of the Company or shareholders of such
      private share corporation for the sale or liquidation of the Company or
      such private share corporation. The foregoing notwithstanding, a
      reorganization in which the members continue to have all of the ownership
      rights


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Executive Incentive Plan                                         Plan Document 1
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      in the continuing entity shall not in and of itself be deemed a "Change in
      Control" under (b) and/or (c), and a reorganization to convert the Company
      from a membership to a stock company or a transaction resulting in the
      integration of Europay and MasterCard shall not in and of itself
      constitute a "Change in Control";

      (ii) if the Company becomes a stock corporation, the approval by its
      stockholders of (a) any consolidation or merger of the Company in which
      the Company is not the continuing or surviving corporation or pursuant to
      which shares of stock would be converted into cash, securities or other
      property, other than a merger in which the holders of 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, (b) any sale, lease, exchange or
      other transfer (in one transaction or series of related transactions) of
      all or substantially all of the assets of the Company, or (c) adoption of
      any plan or proposal for the liquidation or dissolution of the Company;

      (iii) any "person" (as defined in Section 13(d) of the Securities Exchange
      Act of 1934, as amended (the "Exchange Act")), other than the Company or a
      subsidiary or employee benefit plan or trust maintained by the Company or
      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 outstanding at the time, without the prior approval of the Board; or

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

      "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 long-term disability plan.

      "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.


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Executive Incentive Plan                                         Plan Document 2
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      "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, including a Limited Award described in Section 3.

      "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 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 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 of such


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Executive Incentive Plan                                         Plan Document 3
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            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 and 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)   Unless otherwise provided by the Committee at the time of grant, 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 Committee will
            determine the Unit Value based on interpolation in the event that
            performance between threshold and target or target and superior is
            achieved.

      (b)   The Committee shall determine the Performance Level achieved for a
            Performance Period 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


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Executive Incentive Plan                                         Plan Document 4
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      (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 and is employed by the Company 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 with the Company, and
            subsequent Twelve-Month 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 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
            by the Company 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.


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Executive Incentive Plan                                         Plan Document 5
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      (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, key executives defined in the
            MasterCard Change of Control policy or who are parties to a
            "Change-in-Control" agreement with the Company 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 in the
            continuous employment of the Company through 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, Disability or Retirement 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


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Executive Incentive Plan                                         Plan Document 6
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            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, 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 if the
            Participant performs services or engages in business or activities
            for a MasterCard member, provided that the 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, the term of which is
            two years or more.

      (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,


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Executive Incentive Plan                                         Plan Document 7
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      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 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 shall affect the right of the
            Company 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, 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.

      (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


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Executive Incentive Plan                                         Plan Document 8
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            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 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, its agents and employees and the Committee.

      (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 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


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Executive Incentive Plan                                         Plan Document 9
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      This Plan may be amended or terminated by the Board 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. Unless changed, the
            methodology for determining Performance Units to be granted shall be
            as follows: The number of Performance Units granted is calculated so
            that the Unit Value at Target shall equal a specified percentage of
            the Participant's current salary, plus a growth factor to compensate
            for the fact that the Unit Value will not be paid until after the
            Determination Date and/or the Post-Performance Period. Once the
            Committee has determined the percentage of salary that the Unit
            Value at Target is intended to equal, the Committee will determine
            the number of Performance Units that must be granted in the award in
            order for Target performance to result in Unit Values equal to that
            percentage of salary. The Committee will then apply to that base
            number of Performance Units a growth factor (or different factors
            for different proportions of the base number of Performance Units),
            based on either the 3-year or 5-year Treasury Strip or Treasury Note
            rates, to reflect the fact that the Unit Value will not be paid
            until after the Determination Date and/or the Post-Performance
            Period. The Performance Units awarded shall equal the base number of
            Performance Units multiplied by the growth factor or factors
            selected, rounded to the nearest 25. The growth factor or factors
            used, whether based on the 3-year or 5-year Treasury Strip or Note
            rates, or a combination thereof, will be in the sole discretion of
            the Committee, but will be used consistently for all grants of
            Performance Units in a Performance Period.

      (b)   Upon termination of the Plan, the Board 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.


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Executive Incentive Plan                                        Plan Document 10