Visa 2008 Annual Report Download - page 255

medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not
less than six months, where such impairment causes the Participant to be unable to perform the duties of his position of employment or any
substantially similar position of employment, a 29 month period of absence is substituted for such six month period.
A Participant incurs a "termination of employment" on the date it is reasonably anticipated based on the facts and circumstances that he will perform no
further services after that date or that the level of bona fide services he would perform after that date (whether as an Employee or an independent
contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an Employee or an
independent contractor) over the immediately preceding 36 month period (or the full period of services if the Participant has been providing services for
less than 36 months). For periods during which a Participant is on a paid bona fide leave of absence as described in the immediately preceding
paragraph, he is treated as providing bona fide services at a level equal to the level of services that he would have been required to perform to receive
the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence as described
in the immediately preceding paragraph are disregarded for purposes of determining whether a Participant has incurred termination of employment.
Effective as of the date the stock of Visa Inc. is publicly traded and notwithstanding any contrary provision of the Excess Plan, no benefits under the
Excess Plan shall be paid to a Participant on account of his or her separation from service until the first business day next following six months after the
date of such separation from service if the Participant is a "specified employee" within the meaning of section 409A(a)(2)(B)(i) of the Code as of the
date of such separation from service (as determined by the Committee).
6. Funding. Benefits under the Excess Plan payable with respect to any Participant shall be payable from the general assets of Visa Inc., Visa USA, Inc.
and/or Visa International Service Association, and each corporation shall be obligated to make such payment only to the extent the Participant's Excess
Additions are attributable to Employer Contributions described in paragraph 3(a) above that would have been contributed by that corporation (or any
subsidiary thereof). Nothing contained herein shall be deemed to create a trust of any kind. Any funds which may be from time to time set aside to meet
the obligations of any of the corporations hereunder shall continue for all purposes to be part of that corporation's general assets, and no other person
shall, by virtue of this Excess Plan, have any interest in such funds.
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