Mastercard (MA)

Agreement

This Agreement (the “Agreement”) is made, as of October 27, 2008 (the “Effective Date”), between Morgan Stanley, Visa Inc. (“Visa”) and MasterCard Incorporated (“MasterCard”) (collectively the “Parties,” and each a “Party”).

WHEREAS, Visa and MasterCard contemplate entering into a settlement agreement with Discover Financial Services, Inc. and certain of its affiliates (“Discover”) to resolve Discover Financial Services, et al. v. Visa U.S.A. Inc., et al., Case No. 04-CV-07844 (S.D.N.Y.) (the “Litigation”); and

WHEREAS, pursuant to the Separation and Distribution Agreement by and Between Morgan Stanley and Discover Financial Services dated as of June 29, 2007 (the “Separation Agreement”), Morgan Stanley is entitled to receive from Discover a portion of the proceeds of such settlement; and

WHEREAS, to facilitate a settlement of the Litigation and its receipt of funds pursuant to the Separation Agreement, Morgan Stanley has agreed to make certain payments to Visa and MasterCard as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree, intending to be legally bound, as follows.

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