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                                                                    Exhibit 10.8

                      MASTERCARD INTERNATIONAL INCORPORATED

                            EXECUTIVE INCENTIVE PLAN
                                  Plan Document

               As Amended and Restated Effective January 31, 2002

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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     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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     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 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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          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.


          Performance Level                           Unit Value
          ------------------------------------------------------
          Below Threshold                             $  0
          Threshold                                   $ 50
          Target                                      $100
          Superior                                    $200


          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.

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Executive Incentive Plan                                              Document 4


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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 by the Company on the last day of the respective
          Twelve-Month Cycle:

                           Twelve-Month
                           Cycle Ending
                         on the Following
                          Anniversary of              % of Performance
                         the Date of Grant              Units Vested
                         -----------------              ------------

                           1st Anniversary               26 2/3%
                           2nd Anniversary               26 2/3%
                           3rd Anniversary               26 2/3%
                           4th Anniversary                0    %
                           5th Anniversary               20    %

     (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 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 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.

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     (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, 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 employed by
          the Company 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


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          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, 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.


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Executive Incentive Plan                                         Plan Document 7

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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 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.


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     (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 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.


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     (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

     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.

     (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