Release and Settlement Agreement

Exhibit 10.2

Settlement Communication

Subject to Fed. R. Evid. 408

Release and Settlement Agreement

1. “Affiliate” means an entity’s past or current direct or indirect parents, subsidiaries, affiliates, predecessors, and successors together with their past and current officers, directors, employees, agents, and attorneys. With respect to MasterCard, its Affiliates include its members.

2. “American Express” means American Express Company, American Express Travel Related Services Company, Inc. and their subsidiaries.

3. “Claim” means any and all manner of claims, demands, actions, causes of action, suits, damages, punitive or exemplary damages, liabilities, judgments, debts, injunctive relief, claims over, accounts, warranties, liens, attorneys’ fees, costs or expenses, whether based in contract law, tort law, equity, statute, regulation, or otherwise, whether state, federal, or local, known or unknown, or asserted or unasserted.

4. “Complaint” means the complaint filed in the Litigation on November 15, 2004.

5. “Covered Claim” means any and all known Claims that American Express asserted or could have asserted based in whole or in part on the alleged illegality or tortious or otherwise actionable effect of any MasterCard act, omission or occurrence from the beginning of time through the Effective Date, including but not limited to any alleged future losses, harms, or damages arising from the existence or operation of the Visa Rules or the MasterCard Rules through the Effective Date. With respect to Claims arising out of Dedication Agreements that are currently in effect, “Covered Claim” includes, without limitation, any Claim for alleged harm or damage arising out of the past, present, or future operation of such an Agreement through and including the date of its natural expiration ( i.e. , its original date of expiration without regard to any extension or renewal of the Agreement that is entered into after the Effective Date). For the avoidance of doubt, except as provided in the immediately preceding sentence with respect to Dedication Agreements or provided in paragraph 18, nothing in this Release and Settlement Agreement shall limit or affect the ability of American Express to assert any claim subsequent to the Effective Date for injunctive relief nor limit or affect the ability of American Express to make any claim against MasterCard for damages incurred after the Effective Date (other than damages after the Effective Date caused by MasterCard’s Competitive Programs Policy which was repealed in 2004) and any such Claim is excluded from the definition of Covered Claim as used in this Release and Settlement Agreement.

6. “Dedication Agreement” means any agreement between Visa U.S.A. or MasterCard, on the one hand, and a counterparty, on the other hand, under which the counterparty to the agreement with Visa U.S.A. or MasterCard receives valuable consideration in exchange for (i) spend volume on their Payment Cards on the networks of Visa U.S.A. or MasterCard, or (ii) branding a certain portion or amount of their Payment Cards as MasterCard or Visa cards.

7. “Effective Date” means the later of the date that this Release and Settlement Agreement has been duly executed by all parties shown on the signature lines at the end of this

Settlement Communication

Subject to Fed. R. Evid. 408

Agreement, the date on which the Agreement is approved by MasterCard Inc.’s Board of Directors, or the date on which the Agreement is approved by American Express’s Board of Directors.

8. “Execution Date” means the date that this Release and Settlement Agreement has been executed by the parties shown on the signature lines at the end of this Agreement.

9. “Litigation” means American Express Travel Related Services Co., Inc. v. Visa U.S.A. Inc. et al., No. 04-CV-08967 (S.D.N.Y.).

10. “MasterCard” means MasterCard International Inc. and MasterCard Incorporated.

11. “MasterCard Rules” means (i) MasterCard’s rules, operating regulations, and bylaws, and (ii) MasterCard’s rules, policies, practices, Dedication Agreements or other agreements, and procedures limiting or restricting the ability of MasterCard members to issue American Express Payment Cards, including but not limited to MasterCard’s Competitive Programs Policy.

12. “Payment Cards” means credit cards, debit cards, charge cards, prepaid cards, stored value cards, commercial cards, virtual cards, and other payment transaction products or devices (including those that do not utilize a tangible card).

13. “Visa” means Visa U.S.A. or Visa Inc.

14. “Visa Rules” means (i) Visa U.S.A. and Visa International rules, operating regulations, and by-laws, and (ii) Visa U.S.A. and Visa International’s rules, policies, practices, Dedication Agreements or other agreements, and procedures limiting or restricting the ability of Visa members to issue American Express Payment Cards, including but not limited to Visa’s By-Law 2.10(e).

15. American Express hereby totally releases and discharges MasterCard and its