Visa 2008 Annual Report Download - page 256

7. Administration. The Excess Plan shall be construed, interpreted and administered by the Committee in a manner consistent with Article XVI of the
Thrift Plan and such Article is incorporated herein by reference. Any interpretation shall be final and binding on all Participants and their beneficiaries.
8. Amendment and Termination. The Excess Plan may be amended or terminated by the Compensation Committee of the Board of Directors of Visa
Inc. or the Committee, and shall terminate when the Thrift Plan terminates. No amendment or termination of the Excess Plan shall reduce or eliminate
the benefits payable thereunder based on a Participant's Excess Additions credited under the Excess Plan through the date of the amendment or
termination.
9. Beneficiary Designation. Each Participant may designate the beneficiary or beneficiaries to whom, in the event of his death, any benefit is payable
hereunder. A designation or change of beneficiary must be made in the manner required by the Committee. If a beneficiary is not validly designated, or
is not living or cannot be found at the date of payment, any amount payable pursuant to this Excess Plan shall be paid to the Participant's beneficiary
under the Thrift Plan.
10. Prohibition Against Assignment. To the extent permitted by law, the right of any Participant in any benefit or to any payment hereunder shall not be
subject in any manner to attachment or other legal process for the debts of such Participant; and any such benefit or payment shall not be subject to
anticipation, alienation, sale, transfer, assignment or encumbrance.
11. Liability for Administration. No member of the Board of Directors of Visa Inc., Visa USA, Inc., Visa International Service Association, or any other
Participating Company owned thereby, the Compensation Committee of the Board of Directors of Visa Inc., or the Committee, and no officer or
employee of Visa Inc., Visa USA, Inc., Visa International Service Association, or any Participating Company owned thereby, shall be liable to any
person for any action taken or omitted in connection with the administration of this Excess Plan unless attributable to his or her own fraud or willful
misconduct, nor shall any such entity be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a
director, officer or employee of that entity.
12. Governing Law. Subject to the provisions of ERISA applicable to a pension plan that is unfunded and maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of management or highly compensated employees, the Excess Plan shall be governed by
the laws of the State of California.
13. Definitions. Except as specifically set forth in the Excess Plan, capitalized terms shall have the meanings assigned to them in the Thrift Plan.
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