UNITED STATES
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT


          Date of Report (Date of earliest event reported): May 9, 2005

                             MASTERCARD INCORPORATED
             (Exact name of registrant as specified in its charter)

          DELAWARE                   000-50250                   13-4172551
(State or other jurisdiction        (Commission                (IRS Employer
     of incorporation)              File Number)             Identification No.)

                2000 PURCHASE STREET
                 PURCHASE, NEW YORK                               10577
      (Address of principal executive offices)                  (Zip Code)

                                 (914) 249-2000
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


Item 1.01. Entry into a Material Definitive Agreement

On May 9, 2005, the stockholders of MasterCard Incorporated (the "Company")
approved the MasterCard International Incorporated Senior Executive Annual
Incentive Compensation Plan (the "Annual Plan") and the MasterCard International
Incorporated Senior Executive Incentive Plan (the "Long-Term Plan") at the
Company's annual meeting of stockholders. The Annual Plan and the Long-Term
Plan, each of which is effective as of January 1, 2005, provides for the payment
of cash bonus awards to senior executives who are members of the Company's
Policy Committee provided that certain performance targets are achieved. The
performance periods are generally one calendar year under the Annual Plan and
three calendar years under the Long-Term Plan, although performance periods
under either plan can be as short as 90 days. Awards under the Annual Plan are
made on an annual basis and cannot exceed $6,000,000 for any participant.
Individual awards made under the Long-Term Plan are capped at $8,000,000 and
$16,000,000, for target and superior performance respectively, and generally
vest over five years with 26 2/3 percent vesting at the end of each of the
first, second, and third years, and 20 percent vesting at the end of the fifth
year. Both plans are administered by the Company's Compensation Committee which
establishes performance targets and determines awards made under the plans. The
plans were adopted by the Compensation Committee on March 16, 2005, subject to
stockholder approval.


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       Mastercard Incorporated

Date: May 10, 2005                      By   /s/ NOAH J. HANFT
                                          Noah J. Hanft
                                          General Counsel and Secretary