SHARE EXCHANGE AGREEMENT BY AND AMONG MASTERCARD INCORPORATED AND THE SHAREHOLDERS OF MASTERCARD/EUROPAY U.K. LIMITED DATED AS OFShare Exchange Agreement • May 7th, 2002 • Mastercard Inc • Services-business services, nec • New York
-iii- SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this "AGREEMENT") is entered into as of May , 2002, by and among MasterCard Incorporated, a Delaware corporation ("MC GLOBAL"), the undersigned shareholders (each, a "MEPUK SHAREHOLDER" and collectively, the "MEPUK SHAREHOLDERS") of MasterCard/Europay U.K. Limited, a company limited by shares organized and existing under the laws of England ("MEPUK"), and MEPUK (for purposes of Section 7.11 only). Terms used herein shall have meanings ascribed to them in the Share Exchange and Integration Agreement by and among MC Global, MasterCard International Incorporated, a Delaware non-stock corporation ("MCI"), and Europay International S.A., a Belgian company limited by shares ("EPI"), as amended, modified, supplemented or restated from time to time, dated as of February 13, 2002 (the "INTEGRATION AGREEMENT"), substantially in the form of Exhibit A hereto, unless otherwise defined herein. RECITALS WHEREAS, MCI operates a global payme
SHARE EXCHANGE AND INTEGRATION AGREEMENT BY AND AMONG MASTERCARD INCORPORATED, MASTERCARD INTERNATIONAL INCORPORATED, AND EUROPAY INTERNATIONAL S.A. DATED AS OF FEBRUARY 13, 2002Share Exchange and Integration Agreement • May 7th, 2002 • Mastercard Inc • Services-business services, nec • New York
