<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                    AMENDMENT TO THE NOTE PURCHASE AGREEMENT

            THIS AMENDMENT, dated as of August 4, 2004 (the "Amendment"), to the
Note Purchase Agreement, dated as of June 30, 1998 (the "Note Purchase
Agreement"), by and among MasterCard International Incorporated, a Delaware
non-stock membership corporation (the "Company") and each of the purchasers
listed on Schedule A attached thereto (the "Purchasers").

                                W I T N E S S T H

            WHEREAS, the Company, the wholly-owned subsidiary of MasterCard
Incorporated, a Delaware corporation and the holding parent company of the
Company ("MasterCard"), has requested certain amendments to the Note Purchase
Agreement, as more fully described herein;

            WHEREAS, in connection with the proposed amendments, MasterCard has
offered to guarantee all obligations of the Company under the Note Purchase
Agreement; and

            WHEREAS, the parties are willing to agree to such amendment, but
only upon the terms and subject to the conditions set forth herein;

            NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:

      1.    Defined Terms. Unless otherwise defined herein, capitalized terms
which are defined in the Note Purchase Agreement are used herein as therein
defined.

      2.    Amendment to Section 7.1. Section 7.1 of the Note Purchase Agreement
is hereby amended by deleting paragraphs (a), (b) and (c) thereof in their
entireties and substituting in lieu thereof the following new paragraphs:

                  "(a) [intentionally omitted];

                  (b) [intentionally omitted];

                  (c) [intentionally omitted];"

      3.    Amendment to Section 7.2. Section 7.2 of the Note Purchase Agreement
is hereby amended by deleting such paragraph in its entirety and substituting in
lieu thereof:

            "Each set of financial statements delivered to a Purchaser in
            connection with Section 7(a) of the Guaranty shall be accompanied by
            a certificate of a Senior Financial Officer that from the beginning
            of the quarterly or annual period

<PAGE>

                                                                               2

            covered by the statements then being furnished to the date of the
            certificate no condition or event that constitutes a Default or an
            Event of Default existed or exists or, if any such condition or
            event existed or exists, specifying the nature and period of
            existence thereof and what action the Company has taken or proposes
            to take with respect thereto."

      4.    Amendment to Section 10.3. Section 10.3 of the Note Purchase
Agreement is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof: "[Intentionally omitted]".

      5.    Amendment to Section 11.1. Section 11.1(b) of the Note Purchase
Agreement is hereby amended by inserting the following new paragraph (iv)
following paragraph (iii):

            "(iv) (A) the Guaranty shall cease to be in full force and effect or
            (B)(x) the Guarantor defaults in the performance of its obligations
            under Section 7(b) of the Guaranty or (y) the Guarantor defaults in
            the performance of any other obligation in the Guaranty and such
            default is not remedied within 30 days after the earlier of (1) a
            Responsible Officer of the Guarantor obtains actual knowledge of
            such default and (2) the Guarantor receives written notice of such
            default from any holder of a Note (any such notice to be identified
            as a "notice of default" and to refer specifically to this Section
            11.1(b)(iv)); or"

      6.    Amendment to Schedule B - Defined Terms. Schedule B of the Note
Purchase Agreement is hereby amended (a) by deleting the definitions of
"Consolidated Net Income" and "Consolidated Net Worth" in their entireties; and
(b) by inserting the following new definitions in the appropriate alphabetical
order as follows:

            "'GUARANTY' means the Guaranty dated as of August 4, 2004 made by
            the Guarantor in favor of the Holders."

            "`GUARANTOR' means MasterCard Incorporated, a Delaware corporation."

      7.    Conditions to Effectiveness of this Amendment. This Amendment shall
become effective upon the satisfaction or waiver of the following conditions:

            (a).  Amendment . The Company shall have received counterparts of
this Amendment, duly executed and delivered or consented to by the Company and
the Required Holders.

            (b).  Consent Fee. The Company shall send to each Holder, in the
manner provided for payments generally to the Holders under Section 14 of the
Note Purchase Agreement, a consent fee in an amount equal to 0.10% of the
principal amount of the Notes held by such Holder.

            (c).  Guaranty. MasterCard shall have executed a guaranty (the
"Guaranty"), substantially in the form attached hereto as Exhibit A.

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                                                                               3

            (d).  Certificates. The Company and MasterCard shall execute and
deliver customary secretary's certificates with respect to the execution and
delivery of this Amendment by the Company and the Guaranty by MasterCard.

      8.    Continuing Effect of the Note Purchase Agreement. This Amendment
shall not constitute an amendment or waiver of any provision of the Note
Purchase Agreement not expressly referred to herein and shall not be construed
as an amendment, waiver or consent to any further or future action on the part
of the parties. Except as expressly amended hereby, the provisions of the Note
Purchase Agreement are and shall remain in full force and effect.

      9.    Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts (including by facsimile),
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.

      10.   Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      11.   Integration. This Amendment represents the agreement of the parties
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by any party relative to the subject
matter hereof not expressly set forth or referred to herein.

      12.   GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                   MASTERCARD INTERNATIONAL INCORPORATED

                                   By: /s/ Andrea Robertson
                                       -----------------------------------------
                                       Name: Andrea Robertson
                                       Title: Treasurer

                                   AMERICAN INVESTORS LIFE INSURANCE COMPANY

                                   By:  AmerUS Capital Management Group, Inc.,
                                   its authorized attorney-in-fact

                                   By: /s/ Roger D. Fors
                                       -----------------------------------------
                                       Name: Roger D. Fors
                                       Title: VP, Investment Management &
                                           Research

                                   METROPOLITAN LIFE INSURANCE COMPANY

                                   By: /s/ Timothy L. Powell
                                       -----------------------------------------
                                       Name: Timothy L. Powell
                                       Title: Director

                                   METLIFE BANK, NATIONAL ASSOCIATION

                                   By:  Metropolitan Life Insurance Company, as
                                   investment manager

                                   By: /s/ Timothy L. Powell
                                       -----------------------------------------
                                       Name: Timothy L. Powell
                                       Title: Director

<PAGE>

                                   NATIONWIDE MUTUAL INSURANCE COMPANY

                                   NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY

                                   NATIONWIDE LIFE INSURANCE COMPANY

                                   By: /s/ Joseph P. Young
                                       -----------------------------------------
                                       Name: Joseph P. Young
                                       Title: Authorized Signatory

                                   PENN MUTUAL LIFE INSURANCE COMPANY

                                   By: /s/ William Meyers
                                       -----------------------------------------
                                       Name: William Meyers
                                       Title: Research Analyst

                                   THRIVENT FINANCIAL FOR LUTHERANS

                                   By: /s/ Glen J. Vanic
                                       -----------------------------------------
                                       Name: Glen J. Vanic
                                       Title: Portfolio Manager

<PAGE>

                                                                 Exhibit A

                                    GUARANTY

      GUARANTY, dated as of August 4, 2004, made by MasterCard Incorporated, a
Delaware corporation (the "Guarantor"), in favor of the holders (the "Holders")
of the 6.67% Subordinated Notes due June 30, 2008 (the "Notes") issued by
MasterCard International Incorporated (the "Company") pursuant to the Note
Purchase Agreement, dated as of June 30, 1998 (as amended, supplemented or
otherwise modified from time to time, the "Note Purchase Agreement"), by and
among the Company and the initial Holders named therein.

                              W I T N E S S E T H:

      WHEREAS, pursuant to the Amendment, dated as of August 4, 2004 (the
"Amendment"), to the Note Purchase Agreement, the Company has requested certain
amendments to the Note Purchase Agreement;

      WHEREAS, it is a condition precedent to the effectiveness of the Amendment
that the Guarantor shall have executed and delivered this Guaranty for the
benefit of the Holders; and

      WHEREAS, the Guarantor is the holding parent company of the Company and is
entering into this Guaranty in connection with the Amendment.

      NOW, THEREFORE, the Guarantor hereby agrees as follows:

      1. Defined Terms.

            (a). Unless otherwise defined herein, terms defined in the Note
Purchase Agreement and used herein shall have the meanings given to them in the
Note Purchase Agreement.

            (b). The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Guaranty shall refer to this Guaranty as a
whole and not to any particular provision of this Guaranty, and section and
paragraph references are to this Guaranty unless otherwise specified.

            (c). The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

            (d). "Consolidated Net Income" means as at any date for
determination thereof, consolidated net income of the Guarantor and its
Subsidiaries, determined in accordance with GAAP.

            (e). "Consolidated Net Worth" means as at any date of determination,
the stockholders' equity of the Guarantor, as determined in accordance with GAAP
and as would be reflected on a consolidated balance sheet of the Guarantor
prepared as of such date.

<PAGE>

            (f). "Indebtedness for Money Borrowed of the Guarantor" means any
obligation of, or any obligation guaranteed by, the Guarantor for the repayment
of money borrowed, whether or not evidenced by bonds, debentures, notes or other
written instruments, and any deferred obligation for payment of the purchase
price of property or assets.

            (g). "Material Adverse Effect" means a material adverse effect on

                  (i) the business, operations, financial condition, assets or
properties of the Guarantor and its Subsidiaries taken as a whole, or

                  (ii) the ability of the Guarantor to perform its obligations
under this Guaranty, or

                  (iii) the validity or enforceability of this Guaranty.

      2. Guaranty. The Guarantor hereby guarantees to the Holders the prompt
payment in full when due (whether at stated maturity, by lapse of time, by
acceleration or otherwise) of the principal of and interest on (at the
applicable rate or rates provided in the Note Purchase Agreement) the Notes and
all other amounts whatsoever now or hereafter payable or becoming payable by the
Company under the Note Purchase Agreement or the Notes, in accordance with the
terms thereof (the "Guaranteed Obligations"). This Section 2 is a continuing
guaranty and is a guaranty of payment and is not merely a guaranty of collection
and shall apply to all Guaranteed Obligations whenever arising. The liability of
Guarantor under this Guaranty shall be in addition to Guarantor's other present
and future liabilities, if any, to the Holders, whether arising by contract
(including, without limitation, any note purchase agreement or other guaranty,
regardless of when given), operation of law, or otherwise.

      3. Acknowledgments, Waivers and Consents. The Guarantor agrees that its
obligations under Section 2 of this Guaranty shall, to the fullest extent
permitted by applicable law, be absolute, unconditional, and irrevocable under
any and all circumstances and that the guaranty herein is made with respect to
any Guaranteed Obligations now existing or in the future arising. Without
limiting the foregoing, the Guarantor agrees that:

            (a) The occurrence of any one or more of the following shall not
      affect the enforceability or effectiveness of this Guaranty in accordance
      with its terms or affect, limit, reduce, discharge or terminate the
      liability of the Guarantor, under this Guaranty:

                  (i) any restatement, modification or amendment (including
            without limitation by way of amendment, extension, renewal or
            waiver), or any acceleration or other change in the time for payment
            or performance, of the terms of all or any part of the Guaranteed
            Obligations;

                  (ii) any release, termination, waiver, abandonment, lapse or
            expiration, subordination or enforcement of the liability of any
            other guarantee of all or any part of the Guaranteed Obligations;

<PAGE>

                  (iii) any application of the proceeds of any other guaranty
            (including, without limitation, the obligations of any other
            guarantor of all or any part of the Guaranteed Obligations) to all
            or any part of the Guaranteed Obligations;

                  (iv) any release of any other Person (including, without
            limitation, any other guarantor with respect to all or any part of
            the Guaranteed Obligations) from any personal liability with respect
            to all or any part of the Guaranteed Obligations;

                  (v) any settlement, compromise, release, liquidation or
            enforcement, upon such terms or as applicable law may dictate, of
            all or any part of the Guaranteed Obligations or any other guarantee
            of all or any part of the Guaranteed Obligations;

                  (vi) the giving of any consent to the merger or consolidation
            of, the sale of substantial assets by, or other restructuring or
            termination of the corporate existence of the Company or any
            disposition of any shares of the Company;

                  (vii) any proceeding against the Company or any other
            guarantor with respect to all or any part of the Guaranteed
            Obligations or any collateral provided by any other Person or the
            exercise of any rights, remedies, powers and privileges of the
            Holders under the Notes; or

                  (viii) all or any combination of any of the actions set forth
            in this Guaranty.

            (b) The enforceability and effectiveness of this Guaranty and the
      liability of the Guarantor, and the rights, remedies, powers and
      privileges of the Holders under this Guaranty shall not be affected,
      limited, reduced, discharged or terminated, and the Guarantor hereby
      expressly waives to the fullest extent permitted by law any defense now or
      in the future arising, by reason of:

                  (i) the illegality, invalidity or unenforceability of all or
            any part of the Guaranteed Obligations or the Note Purchase
            Agreement;

                  (ii) any disability or other defense with respect to all or
            any part of the Guaranteed Obligations (other than the defense of
            performance);

                  (iii) the illegality, invalidity or unenforceability of any
            security for or other guarantee of all or any part of the Guaranteed
            Obligations or the lack of perfection or continuing perfection or
            failure of the priority of any Lien on any collateral for all or any
            part of the Guaranteed Obligations;

                  (iv) any set-off which the Company or any other guarantor of
            all or any part of the Guaranteed Obligations has or claims with
            respect to all or any part of the Guaranteed Obligations; or

<PAGE>

                  (v) any bankruptcy, insolvency, reorganization, winding-up or
            adjustment of debts, or appointment of a custodian, liquidator or
            the like of it, or similar proceedings commenced by or against the
            Company.

            (c) To the fullest extent permitted by law, the Guarantor expressly
      waives, for the benefit of the Holders, all diligence, presentment, demand
      for payment or performance, notices of nonpayment or nonperformance,
      protest, notices of protest, notices of dishonor and all other notices or
      demands of any kind or nature whatsoever, and any requirement that any
      Holder exhaust any right, power or remedy or proceed against the Company
      under any Note, or against any other Person under any other guarantee of,
      or security for, any of the Guaranteed Obligations, and all notices of
      acceptance of this Guaranty or of the existence, creation, incurring or
      assumption of new or additional Guaranteed Obligations.

      4. Reinstatement. The obligations of the Guarantor under this Guaranty
shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of the Company in respect of the Guaranteed Obligations
is rescinded or must otherwise be restored by any Holder, whether as a result of
any proceedings in bankruptcy or reorganization or otherwise.

      5. Subordination. (a) The obligations of the Guarantor under this Guaranty
is and shall be fully and irrevocably subordinate in right of payment and
subject to the prior payment or provision for payment in full of all
Indebtedness for Money Borrowed of the Guarantor that was outstanding on the
date hereof or incurred by the Guarantor during the period beginning on and
including the date hereof and ending (but excluding) the date on which any of
the events described in Section 11.1(c) of the Note Purchase Agreement shall
have first occurred with respect to the Guarantor, except for:

                  (i) Indebtedness for Money Borrowed of the Guarantor that is
            subordinated to other Indebtedness of the Guarantor pursuant to
            subordination provisions substantially similar to those pursuant to
            which the Notes are subordinated to the debt of the Company; and

                  (ii) Indebtedness for Money Borrowed of the Guarantor that is
            subordinated to other Indebtedness of the Guarantor pursuant to
            subordination provisions junior to those pursuant to which the Notes
            are subordinated to the debt of the Company.

Obligations that are or are made senior to the Guarantor's obligations in
respect of outstanding Guaranteed Obligations pursuant to this Section 5 are
referred to herein as "Senior Claims".

            (b) Right to Receive Payment. In the event of the appointment of a
receiver or trustee of the Guarantor or in the event of its insolvency,
liquidation, bankruptcy, assignment for the benefit of creditors, reorganization
(whether or not pursuant to bankruptcy laws) or any other marshalling of the
assets and liabilities of the Guarantor, the Holders shall not be entitled to
participate or share, ratably or otherwise in the distribution of assets of the
Guarantor in satisfaction of the obligation of the Guarantor to pay the
Guaranteed Obligations under this

<PAGE>

Guaranty until all Senior Claims have been fully satisfied (or provision made
for payment if assets of the Guarantor available to pay the same shall be
adequate in amount to satisfy all such claims fully). Subject to the payment in
full of all Senior Claims, the Holders shall be, to the extent of distributions
of property of the Guarantor to the holders of Senior Claims to which the
Holders would be entitled but for this Section 5, subrogated to the rights of
the holders of such Senior Claims.

            (c) No Set-Off. Each Holder irrevocably waives, to the fullest
extent permitted by law, any right to set-off or otherwise apply any amount now
or hereafter due or owing or payable by such Holder on any account whatsoever
against, or in or towards satisfaction of, any amount now or hereafter due or
owing or payable, by the Guarantor under this Guaranty.

      6. Representations and Warranties. The Guarantor represents and warrants
to the Holders that:

            (a) the Guarantor is a corporation duly organized, validly existing
and is duly qualified as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The Guarantor has the corporate power and authority to
execute and deliver this Guaranty and to perform the provisions hereof;

            (b) this Guaranty has been duly authorized by all necessary
corporate action on the part of the Guarantor, and this Guaranty constitutes a
legal, valid and binding obligation of the Guarantor in accordance with its
terms, except as such enforceability may be limited by:

                  (i) applicable bankruptcy, insolvency, reorganization,
            moratorium or other similar laws affecting the enforcement of
            creditors' rights generally; and

                  (ii) general principles of equity (regardless of whether such
            enforceability is considered in a proceeding in equity or at law);

            (c) the execution, delivery and performance by the Guarantor of this
Guaranty will not:

                  (i) contravene, result in any breach of, or constitute a
            default under, or result in the creation of any Lien in respect of
            any property of the Guarantor under, any indenture, mortgage, deed
            of trust, loan, purchase or credit agreement, lease, corporate
            charter or by-laws, or any other material agreement or instrument to
            which the Guarantor is bound or by which the Guarantor or any of its
            properties may be bound or affected,

                  (ii) conflict with or result in a breach of any of the terms,
            conditions or provisions of any order, judgment, decree, or ruling
            of any court, arbitrator or Governmental Authority applicable to the
            Guarantor, or

<PAGE>

                  (iii) violate any provision of any statute or other rule or
            regulation of any Governmental Authority applicable to the
            Guarantor; and

            (d) consent, approval or authorization of, or registration, filing
      or declaration with, any Governmental Authority is not required in
      connection with the execution, delivery or performance by the Guarantor of
      this Guaranty.

      7. Covenants. The Guarantor covenants that, so long as the Notes are
outstanding:

            (a) the Guarantor shall deliver to each holder of Notes:

                  (i) as soon as available, but in any event within 120 days
            after the end of each fiscal year of the Guarantor, a copy of the
            consolidated balance sheet of the Guarantor and its consolidated
            Subsidiaries as at the end of such year and the related consolidated
            statements of income and retained earnings and of cash flows for
            such year, setting forth in each case in comparative form the
            figures for the previous year, reported on without a "going concern"
            or like qualification or exception, or qualification arising out of
            the scope of the audit, by PricewaterhouseCoopers LLP or other
            independent certified public accountants of nationally recognized
            standing; and

                  (ii) as soon as available, but in any event not later than 60
            days after the end of each of the first three quarterly periods of
            each fiscal year of the Guarantor, the unaudited consolidated
            balance sheet of the Guarantor and its consolidated Subsidiaries as
            at the end of such quarter and the related unaudited consolidated
            statements of income and retained earnings of such quarter and of
            cash flows of the Guarantor and its consolidated Subsidiaries for
            the portion of the fiscal year through the end of such quarter,
            setting forth in each case in comparative form the figures for the
            previous year or, in the case of such consolidated balance sheet,
            for the last day of the prior fiscal year, certified by a
            Responsible Officer as being fairly stated in all material respects
            (subject to normal year-end audit adjustments);

      all such financial statements shall be complete and correct in all
      material respects and shall be prepared in reasonable detail and in
      accordance with GAAP applied consistently throughout the periods reflected
      therein and with prior periods (except as approved by such accountants or
      officer, as the case may be, and disclosed therein). Information required
      to be delivered pursuant to this Section shall be deemed to have been
      delivered to each Holder on the date on which the Guarantor provides
      written notice to the Holders that such information has been posted on the
      Guarantor's website on the Internet at http://www.mastercardintl.com or is
      available on the website of the Securities and Exchange Commission or any
      successor at http://www.sec.gov (to the extent such information has been
      posted or is available as described in such notice), unless a Holder
      requests by written notice to the Guarantor, on or prior to the date which
      is five days prior to the date on which such information is required to be
      delivered under this Section, a copy of such information, then a copy
      shall be furnished to such Holder in the manner provided for in accordance
      with Section 18 of the Note Purchase Agreement;

<PAGE>

            (b) the Guarantor will not permit its Consolidated Net Worth at any
      time to be less than the sum of (i) $525,000,000 plus (ii) an amount equal
      to 50% of the sum of its Consolidated Net Income (if positive) for each
      fiscal quarter ending after December 31, 2003; and

            (c) the Guarantor will deliver to each Holder together with the
      financial statements required to be delivered pursuant to Section 7(a)(i)
      and 7(a)(ii) a certificate of either the chief financial officer,
      principal accounting officer, treasurer or comptroller of the Guarantor
      setting forth:

                  (i) Covenant Compliance -- the information (including detailed
            calculations) required in order to establish whether the Guarantor
            was in compliance with the requirements of Section 7(b) during the
            quarterly or annual period covered by the statements then being
            furnished (including the calculation of the amount then in
            existence); and

                  (ii) Event of Default -- a statement that from the beginning
            of the quarterly or annual period covered by the statements then
            being furnished to the date of the certificate no condition or event
            that constitutes a Default or an Event of Default pursuant to
            Section 11.1(b)(iv) of the Note Purchase Agreement existed or exists
            or, if any such condition or event existed or exists, specifying the
            nature and period of existence thereof and what action the Guarantor
            has taken or proposes to take with respect thereto.

      8. Notices. All notices and communications provided for hereunder shall in
writing and sent:

            (a) by telecopy if the sender on the same day sends a confirming
      copy of such notice by a recognized overnight delivery service (charges
      prepaid),

            (b) by registered or certified mail with return receipt requested
      (postage prepaid), or

            (c) by a recognized overnight delivery service (with charges
      prepaid).

            Any such notice must be sent:

                  (i) if to any Holder, to such Holder at the address specified
      for such communications in Schedule A to the Note Purchase Agreement, or
      at such other address as any Holder shall have specified to the Company in
      writing pursuant to the Note Purchase Agreement,

                  (ii) if to the Guarantor, to the Guarantor at

            MasterCard Incorporated
            2000 Purchase Street
            Purchase, NY 10577-2509

<PAGE>

            Attention: Treasurer
            Telephone: 914-249-5994
            Facsimile: 914-249-4205

            or at such other address as the Guarantor shall have specified to
            the Holders in writing.

            Notices under this Section 8 will be deemed given only when actually
            received.

      9. Severability. Any provision of this Guaranty that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision or the
remaining provisions hereof in any other jurisdiction.

      10. Integration. This Guaranty represents the agreement of the Guarantor
with respect to the subject matter hereof and there are no promises or
representations by the Guarantor or any Holder relative to the subject matter
hereof not reflected or incorporated herein.

      11. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the
terms or provisions of this Guaranty may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the Guarantor and
the Required Holders, except that no such amendment or waiver may, without the
written consent of each Holder, release the Guarantor under this Guaranty.

            (b) No Holder shall by any act (except by a written instrument
pursuant to Section 11(a) hereof), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default or in any breach of any of the terms and conditions
hereof. No failure to exercise, nor any delay in exercising, on the part of any
Holder, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by any Holder of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which such Holder would otherwise have on any future occasion.

            (c) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

      12. Section Headings. The section headings used in this Guaranty are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

      13. Successors and Assigns. This Guaranty shall be binding upon the
successors and assigns of the Guarantor and shall inure to the benefit of the
Holders and their successors and assigns.

<PAGE>

      14. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

<PAGE>

      IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.

                                               MASTERCARD INCORPORATED

                                               By:______________________________
                                                  Name:
                                                  Title:

                                               Address for Notices:
                                               MasterCard Incorporated
                                               2000 Purchase Street
                                               Purchase, NY  10577-2509
                                               Attention: Treasurer
                                               Telephone: 914-249-5994
                                               Facsimile: 914-249-4205