SHARE EXCHANGE AGREEMENT BY AND AMONG MASTERCARD INCORPORATED, MASTERCARD INTERNATIONAL INCORPORATED AND EACH EUROPAY SHAREHOLDER, OTHER THAN MEPUK AND MCI DATED AS OF , 2002 TABLE OF CONTENTS

EXHIBIT 2.2

SHARE EXCHANGE AGREEMENT
BY AND AMONG
MASTERCARD INCORPORATED,
MASTERCARD INTERNATIONAL INCORPORATED
AND
EACH EUROPAY SHAREHOLDER, OTHER THAN MEPUK AND MCI
DATED AS OF
, 2002

TABLE OF CONTENTS

ARTICLE I EXCHANGE OF SHARES............................... 2
Section 1.1. Exchange of Shares...................... 2
Section 1.2. Closing................................. 2
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE EPI
SHAREHOLDER............................................... 3
Section 2.1. Organization............................ 3
Section 2.2. Authority............................... 3
Section 2.3. Title................................... 3
Section 2.4. No Conflicts............................ 3
Section 2.5. Brokers................................. 3
Section 2.6. Taxation and Accounting Matters......... 3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF MC GLOBAL AND
MCI....................................................... 4
Section 3.1. Representations and Warranties.......... 4
ARTICLE IV CONDITIONS TO OBLIGATIONS....................... 4
Section 4.1. Conditions to Obligations of the EPI
Shareholder........................................... 4
Section 4.2. Conditions to Obligations of MC Global
and MCI............................................... 4
ARTICLE V INDEMNIFICATION.................................. 4
Section 5.1. Survival................................ 4
Section 5.2. Indemnification by the EPI
Shareholder........................................... 4
ARTICLE VI MISCELLANEOUS................................... 4
Section 6.1. Notices................................. 4
Section 6.2. Waiver of Preemptive Rights............. 4
Section 6.3. Entire Agreement........................ 4
Section 6.4. Waiver.................................. 4
Section 6.5. Amendment............................... 5
Section 6.6. No Third Party Beneficiary.............. 5
Section 6.7. No Assignment; Binding Effect........... 5
Section 6.8. Headings................................ 5
Section 6.9. Consent to Jurisdiction and Service of
Process............................................... 5
Section 6.10. Governing Law........................... 5
Section 6.11. Counterparts............................ 5

EXHIBITS

EXHIBIT A Share Exchange and Integration Agreement
EXHIBIT B Certificate of Incorporation of MC Global
EXHIBIT C Bylaws of MC Global
EXHIBIT D Agreement and Plan of Merger

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT (this "AGREEMENT") is entered into as of
, 2002, by and among MasterCard Incorporated, a Delaware corporation
("MC GLOBAL"), MasterCard International Incorporated, a Delaware non-stock
corporation ("MCI"), and the undersigned shareholder (the "EPI SHAREHOLDER") of
Europay International S.A., a company limited by shares organized and existing
under the laws of Belgium ("EPI").

RECITALS

WHEREAS, MCI operates a global payments system that supports a family of
proprietary brands including the MasterCard(R) and Cirrus(R) brands;

WHEREAS, EPI operates a European payments system that supports a family of
proprietary brands including the Eurocard(R), ec eurocheque(R) and ec Picto(R)
brands;

WHEREAS, MCI and EPI jointly operate a global payment system that supports
the Maestro(R) brand;

WHEREAS, MCI and EPI are parties to an Alliance Agreement, dated as of
November 14, 1996 (the "ALLIANCE AGREEMENT"), and a Maestro Agreement, dated as
of June 19, 1997 (the "MAESTRO AGREEMENT"), under which EPI was delegated
certain authority to manage the licensing of MCI's brands and Maestro(R) brands,
respectively, to European financial institutions;

WHEREAS, the Board of Directors of MCI and the Board of Directors of EPI
have each approved a transaction in which the business, assets and operations of
MCI and EPI will be combined into a single global enterprise, the parent of
which will be known as "MasterCard Incorporated" and immediately thereafter the
Alliance Agreement and the Maestro Agreement will be terminated;

WHEREAS, the EPI Shareholder owns the number of capital shares, no par
value, of EPI set forth on the signature page hereof (the "EPI SHARES");

WHEREAS, MC Global, MCI and EPI have entered into a Share Exchange and
Integration Agreement, dated as of , 2002, as amended, modified,
supplemented or restated from time to time (the "INTEGRATION AGREEMENT"),
pursuant to which the business, assets and operations of MCI and EPI will be
combined into a single global enterprise to be known as "MasterCard
Incorporated," a copy of which is attached in the form of Exhibit A hereto;

WHEREAS, the certificate of incorporation and the bylaws of MC Global, as
they will be in effect at the time of Closing, are attached in the form of
Exhibits B and C hereto, respectively;

WHEREAS, in accordance with the terms of the Agreement and Plan of Merger
attached in the form of Exhibit D hereto, the existing principal, association
and travelers cheque membership interests in MCI will be converted (the
"CONVERSION") into Class A membership interests in MCI and shares of class A
common stock, par value $.01 per share, of MC Global (the "MC GLOBAL CLASS A
STOCK") and class B common stock, par value $.01 per share, of MC Global (the
"MC GLOBAL CLASS B STOCK");

WHEREAS, in accordance with the terms of the Integration Agreement, the MC
Global Class A Stock and the MC Global Class B Stock represent the equity rights
associated with the existing Principal Membership Interests and the Class A
membership interests represent a continuation of the rights associated with the
existing Principal Membership Interests pursuant to which each Principal Member
acts as a licensee of MCI in accordance with their existing license agreements
with MCI, which license agreements shall remain in effect in accordance with
their terms following the Conversion; and

WHEREAS, in accordance with the terms of the Integration Agreement,
immediately following the Conversion, the EPI Shareholders, other than MCI and
MasterCard/Europay U.K. Limited, a company limited by shares organized and
existing under the laws of the United Kingdom ("MEPUK"), will exchange their EPI
Shares for such number of shares of MC Global Class A Stock and MC Global Class
B Stock (the "EPI SHARE EXCHANGE") that, together with the shares of MC Global
Class A Stock and MC Global Class B

Stock received by or for the benefit of European members of MCI in the
Conversion and the shareholders of MEPUK in the MEPUK Share Exchange (as defined
in the Integration Agreement), constitutes 33 1/3% of the total outstanding MC
Global Class A Stock and 33 1/3% of the total outstanding MC Global Class B
Stock;

WHEREAS, a total of 19,034,647 shares of MC Global Class A Stock and
3,625,647 shares of MC Global Class B Stock will be issued to the EPI
Shareholders, other than MCI and MEPUK, in the EPI Share Exchange;

WHEREAS, for United States federal income tax purposes, the parties intend
that the transactions contemplated by this Agreement and the related documents,
including (i) the Conversion, pursuant to which, in substance, the principal
members, association members and travelers cheque members of MCI will
effectively transfer to MC Global the equity rights associated with their
membership interests, in the form of a Class B membership interest in MCI, and
retain the rights as licensees associated with their existing membership
interests in the form of Class A membership interests in MCI and their existing
license agreements with MCI, (ii) the Share Exchange (as defined in the
Integration Agreement) and (iii) the reallocations of shares of MC Global Class
A Stock and MC Global Class B Stock among the shareholders of MC Global, shall
together constitute an integrated series of transactions consisting solely of
transfers of property to MC Global in exchange for shares of MC Global Class A
Stock and MC Global Class B Stock described in Section 351(a) of the Internal
Revenue Code of 1986, as amended;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

ARTICLE I

EXCHANGE OF SHARES

Section 1.1. Exchange of Shares. As of the Closing, and immediately
following the Conversion:

(a) the EPI Shareholder will assign and transfer to MC Global good and
valid title in and to the EPI Shares, free and clear of any mortgage,
pledge, assessment, security interest, lease, lien, adverse claim, levy,
charge or other encumbrance of any kind, or any conditional sale contract,
title retention contract or other contract to give any of the foregoing
(each, a "LIEN"), by registering such transfer or causing it to be
registered on the books and records of EPI following which EPI shall
deliver the EPI Shares or other evidence of such assignment and transfer to
MC Global; and

(b) MC Global will issue to the EPI Shareholder shares of MC
Global Class A Stock and shares of MC Global Class B Stock in
exchange for the shares of capital stock of EPI held by such EPI
Shareholder; and immediately thereafter, and as an integral part of the
integrated series of transactions contemplated by the Integration Agreement
and this Agreement, the shares of MC Global Class A Stock and MC Global
Class B Stock shall be reallocated in accordance with Section 1.3(a) of the
Integration Agreement.

Section 1.2. Closing. The EPI Share Exchange shall take place at the
offices of ▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree in writing) at 10:00
a.m. local time on , 2002 (the "CLOSING").

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE EPI SHAREHOLDER

The EPI Shareholder hereby represents and warrants to MC Global and MCI as
to the matters set forth below:

Section 2.1. Organization. The EPI Shareholder is duly organized,
validly existing under the laws of its jurisdiction of organization and has
all requisite power and authority to own, use and lease its assets and
properties and to conduct its business as and to the extent presently
conducted.

Section 2.2. Authority. The EPI Shareholder has all requisite power
and legal capacity to execute and deliver this Agreement. The execution,
delivery and performance by the EPI Shareholder of this Agreement have been
duly and validly authorized by all necessary corporate and shareholder
action. This Agreement has been duly and validly executed and delivered by
the EPI Shareholder and constitutes a valid and legally binding obligation
of the EPI Shareholder enforceable against the EPI Shareholder in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws relating to or affecting creditors' rights generally
and except as enforcement thereof is subject to general principles of
equity (regardless of whether enforcement is considered in a proceeding in
equity or at law).

Section 2.3. Title. The EPI Shareholder is the sole owner of the EPI
Shares identified on Schedule I hereto as being owned by the EPI
Shareholder. Upon the delivery to MC Global at the Closing of a certificate
or certificates representing the Shares owned by the EPI Shareholder in the
manner set forth in Article I, the EPI Shareholder will convey to MC
Global, good and marketable title to the Shares held by the EPI
Shareholder, in each case free and clear of all Liens.

Section 2.4. No Conflicts. The execution and delivery by the EPI
Shareholder of this Agreement, do not, and the performance by the EPI
Shareholder of its obligations under this Agreement will not:

(a) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of the certificate or articles of
incorporation or by-laws (or other comparable charter documents) of the
EPI Shareholder;

(b) conflict with or result in a violation or breach of any term or
provision of any statute, order, rule or regulation of any government
body or regulatory authority having jurisdiction over the EPI
Shareholder; or

(c) (i) conflict with or result in a violation or breach of, (ii)
constitute (with or without notice or lapse of time or both) a default
under, (iii) require the EPI Shareholder to obtain any consent, approval
or action of, make any filing with or give any notice to any person as a
result or under the terms of, (iv) result in or give to any person any
right of termination, cancellation, acceleration or modification in or
with respect to, (v) result in or give to any person any additional
rights or entitlement to increased, additional, accelerated or
guaranteed payments under or (vi) result in the creation or imposition
of any Lien upon any assets and properties of the EPI Shareholder under,
any contract or license to which the EPI Shareholder is a party or by
which any of their respective assets and properties is bound.

Section 2.5. Brokers. Except for ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., whose fees,
commissions and expenses have been paid by EPI, all negotiations relative
to this Agreement and the transactions contemplated hereby have been
carried out by the EPI Shareholder and EPI directly with MC Global and MCI
without the intervention of any person on behalf of the EPI Shareholder or
EPI in such manner as to give rise to any valid claim by any person against
MC Global, MCI, EPI or any of their subsidiaries for a finder's fee,
brokerage commission or similar payment.

Section 2.6. Taxation and Accounting Matters. The EPI Shareholder has
considered and is fully aware of the taxation and accounting implications
of the transactions contemplated in this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MC GLOBAL AND MCI

Section 3.1. Representations and Warranties. The EPI Shareholder shall
benefit from the representations and warranties of MC Global and MCI set forth
in Article III of the Integration Agreement as though such representations and
warranties were made in this Agreement.

ARTICLE IV

CONDITIONS TO OBLIGATIONS

Section 4.1. Conditions to Obligations of the EPI Shareholder. The
obligations of the EPI Shareholder hereunder are subject to the fulfillment, at
or before the Closing, of all of the conditions to the obligations of EPI set
forth in Article VI of the Integration Agreement, except for the consummation of
the transactions contemplated hereunder.

Section 4.2. Conditions to Obligations of MC Global and MCI. The
obligations of the MC Global and MCI hereunder are subject to the fulfillment,
at or before the Closing, of all of the conditions to the obligations of MC
Global and MCI set forth in Article V of the Integration Agreement, except for
the consummation of the transactions contemplated hereunder.

ARTICLE V

INDEMNIFICATION

Section 5.1. Survival. Articles II and IV hereof shall survive until the
third anniversary of the first day of the first fiscal quarter beginning after
the Closing.

Section 5.2. Indemnification by the EPI Shareholder. The EPI Shareholder
shall indemnify MC Global, MCI and each of their respective officers, directors,
employees, agents and affiliates in respect of, and hold each of them harmless
from and against, any and all losses, claims, damages, liabilities and expenses
suffered, incurred or sustained by any of them or to which any of them becomes
subject, resulting from, arising out of or relating to any breach of the
representations and warranties set forth in Article II hereof.

ARTICLE VI

MISCELLANEOUS

Section 6.1. Notices. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally or mailed (first class postage prepaid), if to MC Global or
MCI, to ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: General
Counsel or, if to the EPI Shareholder, to the address set forth below the
signature of the EPI Shareholder or such other address as may be specified by
the EPI Shareholder in writing.

Section 6.2. Waiver of Preemptive Rights. The EPI Shareholder hereby
waives its preemptive rights under the Bylaws of EPI with respect to the direct
or indirect exchange or sale of EPI Shares by any shareholder of EPI in
connection with any of the transactions contemplated by the Integration
Agreement.

Section 6.3. Entire Agreement. This Agreement, including all exhibits,
schedules and annexes hereto, supersedes all prior discussions and agreements
between the parties with respect to the subject matter hereof and thereof and
contains the sole and entire agreement between the parties hereto with respect
to the subject matter hereof and thereof.

Section 6.4. Waiver. Any term or condition of this Agreement may be waived
at any time by the party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the party waiving such term or condition. No waiver by any
party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed

as a waiver of the same or any other term or condition of this Agreement on any
future occasion. All remedies, either under this Agreement or by law or
otherwise afforded, will be cumulative and not alternative.

Section 6.5. Amendment. This Agreement may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of each
party hereto.

Section 6.6. No Third Party Beneficiary. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not the intention of the
parties to confer third-party beneficiary rights upon any other person other
than any person entitled to indemnity under Article IV.

Section 6.7. No Assignment; Binding Effect. Neither this Agreement nor any
right, interest or obligation hereunder may be assigned by any party hereto
without the prior written consent of the other party hereto and any attempt to
do so will be void. Subject to the foregoing, this Agreement is binding upon,
inures to the benefit of and is enforceable by the parties hereto and their
respective successors and assigns.

Section 6.8. Headings. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.

Section 6.9. Consent to Jurisdiction and Service of Process. The EPI
Shareholder hereby irrevocably appoints ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, at its office at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, its lawful agent and attorney to
accept and acknowledge service of any and all process against it in any action,
suit or proceeding arising in connection with this Agreement and upon whom such
process may be served, with the same effect as if such party were a resident of
the State of New York and had been lawfully served with such process in such
jurisdiction, and waives all claims of error by reason of such service, provided
that in the case of any service upon such agent and attorney, the party
effecting such service shall also deliver a copy thereof to the EPI Shareholder,
as applicable, at the address and in the manner specified in Section 6.1. The
EPI Shareholder will enter into such agreements with such agents as may be
necessary to constitute and continue the appointment of such agents hereunder.
In the event that such agent and attorney resigns or otherwise becomes incapable
of acting as such, the EPI Shareholder will appoint a successor agent and
attorney in New York, New York, reasonably satisfactory to MC Global, with like
powers. Each party to this Agreement hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court for the Southern District of
New York or any court of the State of New York located in the County of New York
in any such action, suit or proceeding, and agrees that any such action, suit or
proceeding shall be brought only in such court (and waives any objection based
on forum non conveniens or any other objection to venue therein).

Section 6.10. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to its conflicts of law principles.

Section 6.11. Counterparts. This Agreement may be executed in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Share Exchange
Agreement as of the date first above written.

MASTERCARD INCORPORATED

By:
------------------------------------
Name:
Title:

MASTERCARD INTERNATIONAL INCORPORATED

By:
------------------------------------
Name:
Title:

[EPI SHAREHOLDER]

By:
------------------------------------
Name:
Title:

Address:
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Number of Shares:

SHARE EXCHANGE AGREEMENT BY AND AMONG MASTERCARD INCORPORATED, MASTERCARD INTERNATIONAL INCORPORATED AND EACH EUROPAY SHAREHOLDER, OTHER THAN MEPUK AND MCI DATED AS OF , 2002 TABLE OF CONTENTS

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