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Mastercard Inc – ‘10-Q’ for 9/30/15 – ‘EX-10.3’

On:  Thursday, 10/29/15, at 10:29am ET   ·   For:  9/30/15   ·   Accession #:  1141391-15-65   ·   File #:  1-32877

Previous ‘10-Q’:  ‘10-Q’ on 7/29/15 for 6/30/15   ·   Next:  ‘10-Q’ on 4/28/16 for 3/31/16   ·   Latest:  ‘10-Q’ on 5/1/24 for 3/31/24   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/29/15  Mastercard Inc                    10-Q        9/30/15   74:5.7M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    588K 
 2: EX-10.2     Material Contract                                   HTML     57K 
 3: EX-10.3     Material Contract                                   HTML     47K 
 4: EX-12.1     Statement re: Computation of Ratios                 HTML     37K 
 5: EX-15       Letter re: Unaudited Interim Financial Info         HTML     24K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     23K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     23K 
52: R1          Document and Entity Information                     HTML     44K 
42: R2          Consolidated Balance Sheet                          HTML    135K 
50: R3          Consolidated Balance Sheet (Parenthetical)          HTML     43K 
54: R4          Consolidated Statement of Operations                HTML     77K 
69: R5          Consolidated Statement of Comprehensive Income      HTML     55K 
44: R6          Consolidated Statement of Changes in Equity         HTML     51K 
49: R7          Consolidated Statement of Changes in Equity         HTML     23K 
                (Parenthetical)                                                  
38: R8          Consolidated Statement of Cash Flows                HTML    138K 
29: R9          Summary of Significant Accounting Policies          HTML     38K 
70: R10         Acquisitions (Notes)                                HTML     34K 
56: R11         Earnings Per Share                                  HTML     54K 
55: R12         Fair Value                                          HTML    142K 
60: R13         Prepaid Expenses and Other Assets                   HTML     43K 
61: R14         Accrued Expenses                                    HTML     37K 
59: R15         Stockholders' Equity                                HTML     71K 
62: R16         Accumulated Other Comprehensive Income (Loss)       HTML     59K 
51: R17         Share-Based Payments                                HTML     34K 
53: R18         Income Taxes                                        HTML     32K 
58: R19         Legal and Regulatory Proceedings                    HTML     45K 
74: R20         Settlement and Other Risk Management                HTML     39K 
65: R21         Foreign Exchange Risk Management                    HTML     68K 
46: R22         Qualified U.S. Pension Plan (Notes)                 HTML     27K 
57: R23         Subsequent Event (Notes)                            HTML     24K 
48: R24         Summary of Significant Accounting Policies          HTML     42K 
                (Policy)                                                         
23: R25         Earnings Per Share (Tables)                         HTML     52K 
66: R26         Fair Value and Investment Securities (Tables)       HTML    132K 
71: R27         Prepaid Expenses and Other Assets (Tables)          HTML     44K 
33: R28         Accrued Expenses and Accrued Litigation (Tables)    HTML     33K 
32: R29         Stockholders' Equity (Tables)                       HTML     61K 
36: R30         Accumulated Other Comprehensive Income (Loss)       HTML     55K 
                (Tables)                                                         
37: R31         Share-Based Payments Awards Granted (Tables)        HTML     30K 
39: R32         Settlement and Other Risk Management (Tables)       HTML     31K 
22: R33         Foreign Exchange Risk Management (Tables)           HTML     57K 
63: R34         Summary of Significant Accounting Policies Summary  HTML     23K 
                of Significant Accounting Policies Narrative                     
                (Details)                                                        
45: R35         Acquisitions (Details)                              HTML     31K 
47: R36         Earnings Per Share Schedule of Basic and Diluted    HTML     47K 
                Earnings Per Share (Details)                                     
26: R37         Fair Value and Investment Securities Narrative      HTML     32K 
                (Details)                                                        
73: R38         Fair Value and Investment Securities Distribution   HTML     65K 
                of Financial Instruments, Measured at Fair Value                 
                on a Recurring Basis (Details)                                   
16: R39         Fair Value and Investment Securities                HTML     48K 
                Available-for-Sale Investment Securities,                        
                Unrealized Gains and Losses (Details)                            
40: R40         Fair Value and Investment Securities Maturity       HTML     64K 
                Distribution Based on Contractual Terms of                       
                Investment Securities (Details)                                  
68: R41         Prepaid Expenses and Other Assets Schedule of       HTML     32K 
                Prepaid Expenses (Details)                                       
25: R42         Prepaid Expenses and Other Assets Schedule of       HTML     35K 
                Other Assets (Details)                                           
31: R43         Accrued Expenses (Details)                          HTML     39K 
35: R44         Accrued Expenses and Accrued Litigation Accrued     HTML     28K 
                Expenses (Narrative) (Details)                                   
43: R45         Accrued Litigation Expense (Details)                HTML     24K 
21: R46         Stockholders' Equity (Details)                      HTML     56K 
28: R47         Accumulated Other Comprehensive Income (Loss)       HTML     66K 
                (Details)                                                        
18: R48         Share-Based Payments Narrative (Details)            HTML     53K 
67: R49         Income Taxes (Details)                              HTML     31K 
24: R50         Legal and Regulatory Proceedings (Details)          HTML     80K 
64: R51         Settlement and Other Risk Management Estimated      HTML     28K 
                Settlement Exposure and Portion of                               
                Uncollateralized Settlement Exposure for                         
                MasterCard-Branded Transactions (Details)                        
27: R52         Settlement and Other Risk Management Narrative      HTML     25K 
                (Details)                                                        
41: R53         Foreign Exchange Risk Management Classification of  HTML     45K 
                Outstanding Forward Contracts (Details)                          
17: R54         Foreign Exchange Risk Management (Details)          HTML     34K 
20: R55         Qualified U.S. Pension Plan (Details)               HTML     27K 
34: R56         Subsequent Event (Details)                          HTML     26K 
72: XML         IDEA XML File -- Filing Summary                      XML    124K 
19: EXCEL       IDEA Workbook of Financial Reports                  XLSX     69K 
10: EX-101.INS  XBRL Instance -- ma-20150930                         XML   1.46M 
12: EX-101.CAL  XBRL Calculations -- ma-20150930_cal                 XML    208K 
13: EX-101.DEF  XBRL Definitions -- ma-20150930_def                  XML    349K 
14: EX-101.LAB  XBRL Labels -- ma-20150930_lab                       XML   1.12M 
15: EX-101.PRE  XBRL Presentations -- ma-20150930_pre                XML    610K 
11: EX-101.SCH  XBRL Schema -- ma-20150930                           XSD    122K 
30: ZIP         XBRL Zipped Folder -- 0001141391-15-000065-xbrl      Zip    167K

‘EX-10.3’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  
Exhibit 10.3
EXECUTION COPY

SECOND AMENDMENT TO MASTERCARD SETTLEMENT
AND JUDGMENT SHARING AGREEMENT

With respect to the MasterCard Settlement and Judgment Sharing Agreement dated as of February 7, 2011, as amended on August 26, 2014 (“Agreement”), and in consideration of the mutual covenants and agreements contained herein, the undersigned parties agree as of the Second Amendment Effective Date to amend the Agreement as follows:

1.
The undersigned parties agree, pursuant to Paragraph 17 of the Agreement, to amend Paragraph 6.d of the Agreement in its entirety to read as follows:
d.    For purposes of this Agreement, Sharing Agreements refers to (i) this Agreement, as amended on August 26, 2014 and October 22, 2015, (ii) the Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing dated as of February 7, 2011, as amended on August 26, 2014 and October 22, 2015, (iii) the Interchange Judgment Sharing Agreement dated as of July 1, 2007 among Visa USA, Visa International, Visa Inc., and various financial institutions, as amended and restated in the Amended and Restated Interchange Judgment Sharing Agreement dated as of December 16, 2008 and as further amended on February 7, 2011, August 26, 2014, and October 22, 2015 (the “Visa JSA”), and (iv) the Loss Sharing Agreement, dated as of July 1, 2007, among Visa Inc., Visa International, Visa USA, and various financial institutions, as amended and restated in the Amended and Restated Loss Sharing Agreement, dated as of December 16, 2008 and as further amended on February 7, 2011, August 26, 2014, and October 22, 2015 (the “Visa LSA”). The Visa JSA and the Visa LSA are referred to collectively herein as the “Visa Agreements.”
2.
For the avoidance of doubt, to the extent that the Agreement uses the term “Visa LSA,” that term shall mean the Loss Sharing Agreement, dated as of July 1, 2007, among Visa Inc., Visa International, Visa USA, and various financial institutions, as amended and restated in the Amended and Restated Loss Sharing Agreement, dated as of December 16, 2008 and as further amended on February 7, 2011, August 26, 2014, and October 22, 2015.
3.
This Second Amendment to the Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.
4.
This Second Amendment to the Agreement shall be effective as of the date on which (a) all entities listed on the signature pages hereto have executed it and (b) all entities listed on the signature pages thereto have executed each of the Amendment to Loss Sharing Agreement dated as of October 22, 2015, Amendment of Interchange Judgment Sharing Agreement dated as of October 22, 2015, and Second Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing dated as of October 22, 2015 (the “Second Amendment Effective Date”).

1


5.
Each of the undersigned individuals signs on behalf of, and represents and warrants that he or she has the authority and authorization to sign on behalf of and bind, the corporations, banks, companies, or entities identified immediately above his or her signature, and upon the Second Amendment Effective Date this instrument shall be a valid and binding obligation of each such entity.


[SIGNATURE PAGES FOLLOW]

2


IN WITNESS WHEREOF, the undersigned parties have caused the execution of this Second Amendment to MasterCard Settlement and Judgment Sharing Agreement.


Bank of America, N.A.,
MBNA America (Delaware),
FIA Card Services N.A. (f/k/a Bank of America, N.A. (USA)
and MBNA America Bank, N.A.),
Bank of America Corporation, and
NB Holdings Corporation

By: /s/ Jana Litsey
Name: Jana Litsey
Title: Associate General Counsel




BA Merchant Services LLC (f/k/a National Processing, Inc.)

By: /s/ JoAnn P. Carlton
Name: JoAnn P. Carlton
Title: General Counsel and Secretary




Barclays Bank plc, Barclays Financial Corp., and Barclays Bank Delaware

By: /s/ Clinton Walker
Name: Clinton Walker
Title: Secretary










3


Capital One Bank, (USA), N.A., Capital One, F.S.B., Capital One, N.A., Capital One Financial Corporation

By: /s/ Jonathan Campbell
Name: Jonathan Campbell
Title: VP Associate General Counsel




Chase Bank USA, N.A.

By: /s/ Gordon A. Smith
Name: Gordon A. Smith
Title: CEO of Consumer & Community Banking




Citibank (South Dakota), N.A., Citibank, N.A., Citicorp, and Citigroup, Inc.

By: /s/ Benjamin R. Nagin, Sidley Austin LLP
Name: Benjamin R. Nagin, Sidley Austin LLP
Title: with authorization, on behalf of, Citibank (South Dakota), N.A., Citibank, N.A., Citicorp, and Citigroup, Inc.




Fifth Third Bancorp

By: /s/ H. Samuel Lind
Name: H. Samuel Lind
Title: Secretary











4


First National Bank of Nebraska, Inc. and First National Bank of Omaha

By:/s/ Nicholas W. Baxter
Name: Nicholas W. Baxter
Title: Executive Vice President & Chief Risk Officer




HSBC Finance Corporation

By:/s/ Megan S. Webster
Name: Megan S. Webster
Title: Vice President




HSBC Bank, USA, N.A.

By: /s/ James S. Stiegel
Name: James S. Stiegel
Title: Assistant Secretary




HSBC North America Holdings, Inc.

By: /s/ Stephen R. Nesbitt
Name: Stephen R. Nesbitt
Title: Executive Vice President











5


HSBC Bank plc

By: /s/ D. M. Charles
Name: D. M. Charles
Title: Co-General Counsel




HSBC Holdings plc

By: /s/ Guy Nielson
Name: Guy Nielson
Title: Co-General Counsel, Litigation and Regulatory Enforcement




JPMorgan Chase & Co.

By: /s/ Gordon A. Smith
Name: Gordon A. Smith
Title: CEO of Consumer & Community Banking




JPMorgan Chase Bank, N.A., as acquirer of certain assets and liabilities of Washington Mutual Bank from the Federal Deposit Insurance Corporation acting as receiver

By: /s/ Gordon A. Smith
Name: Gordon A. Smith
Title: CEO of Consumer & Community Banking












6


MasterCard Incorporated,
MasterCard International Incorporated

By: /s/ Timothy H. Murphy
Name: Timothy H. Murphy
Title: General Counsel




The PNC Financial Services Group, Inc., successor by merger to National City Corporation

By: /s/ Joseph Guyaux
Name: Joseph Guyaux
Title: Vice Chairman




PNC Bank, National Association, successor by merger to National City Bank and National City Bank of Kentucky

By: /s/ Joseph Guyaux
Name: Joseph Guyaux
Title: Vice Chairman




Suntrust Banks Inc.

By: /s/ Brian D. Edwards
Name: Brian D. Edwards
Title: Deputy General Counsel









7


Texas Independent Bancshares, Inc.

By: /s/ Charles T. Doyle
Name: Charles T. Doyle
Title: Chairman of the Board




Wells Fargo & Co.
Wells Fargo Bank N.A.

By: /s/ C. Vance Beck
Name: C. Vance Beck
Title: Senior Vice President





























8

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:10/29/154,  8-K
10/22/154
For Period end:9/30/15
8/26/14
2/7/118-K,  SC 13G/A
12/16/08
7/1/07
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/13/24  Mastercard Inc.                   10-K       12/31/23  142:18M
 2/14/23  Mastercard Inc.                   10-K       12/31/22  139:23M
 2/11/22  Mastercard Inc.                   10-K       12/31/21  140:20M
 2/12/21  Mastercard Inc.                   10-K       12/31/20  131:19M
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Filing Submission 0001141391-15-000065   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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