Visa 2008 Annual Report Download - page 240

Table of Contents
stock or our class C common stock, certain extraordinary transactions and as may be required under Delaware law.
(4) JPMorgan Chase & Co is a reporting company under the Exchange Act, the shares of which are traded on the New York Stock Exchange and widely
held.
(5) Bank of America Corporation is a reporting company under the Exchange Act, the shares of which are traded on the New York Stock Exchange and
widely held.
(6) National City Corporation is a reporting company under the Exchange Act, the shares of which are traded on the New York Stock Exchange and widely
held.
(7) Citigroup Inc. is a reporting company under the Exchange Act, the shares of which are traded on the New York Stock Exchange and widely held.
Citigroup Inc.'s class B common stock reflects the shares of common stock held by its subsidiaries on a consolidated basis.
(8) U.S. Bancorp is a reporting company under the Exchange Act, the shares of which are traded on the New York Stock Exchange and widely held.
(9) Wells Fargo & Company is a reporting company under the Exchange Act, the shares of which are traded on the New York Stock Exchange and widely
held.
(10) Shares of class B common stock are held by Texas First Bank. Texas First Bank is a wholly owned subsidiary of Texas Independent Bancshares, Inc. of
which Mr. Doyle is Chairman of the Board, Chief Executive Officer and a major stockholder. Mr. Doyle disclaims beneficial ownership of the shares
held by Texas First Bank except to the extent of his pecuniary interest therein.
(11) Includes 2,000 shares of class A common stock held by Ms. Minehan's husband. Ms. Minehan disclaims beneficial ownership of the shares held by her
husband except to the extent of her pecuniary interest therein.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
On February 1, 2008, the Audit and Risk Committee of the Board of Directors adopted a written Statement of Policy with Respect to Related Party
Transactions (the Policy) governing any transaction, arrangement and relationship between the Company and any Related Party where the aggregate amount
will or may exceed $120,000 and any Related Party had, has or will have a direct or indirect material interest (Related Party Transactions). Under the Policy,
the Audit and Risk Committee or its Management Delegate(s) shall review Related Party Transactions and may approve such Transactions only if it is
determined that such transactions are in, or not inconsistent with, the best interests of the Company and its stockholders. In the event the Company becomes
aware of a Related Party Transaction that was not previously approved or ratified under the Policy, the Audit Committee or Management Delegate(s) shall
evaluate all options available to the Company, including ratification, revision or termination of the Related Party Transaction. The Policy does not supersede
any other Company policy and is intended to augment and work in conjunction with other Company policies having code of conduct and/or conflict of interest
provisions.
We engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations, in
the course of our ordinary business activities. Some of our directors, executive officers, greater than five percent shareholders and their immediate family
members (each, a Related Party) may be directors, officers, partners, employees or shareholders of these entities. We carry out transactions with these entities
on customary terms, and, in many instances, our directors and executive officers may not have knowledge of them. To the Company's knowledge, since the
adoption of the Policy no Related Party has had a material interest in any of our ongoing business transactions or relationships other than as described below.
There are no other transactions or relationships with these entities outside the ordinary course.
JPMorgan Chase Bank, National Association
Charles W. Scharf, a member of our board of directors, is the Chief Executive Officer of Retail Financial Services at JPMorgan Chase & Co. JPMorgan
Chase Bank, N.A. and Visa U.S.A. entered
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