Visa 2008 Annual Report Download - page 258

Exhibit 10.32
Revised Execution Copy
VISA
EXCESS RETIREMENT BENEFIT PLAN
(Amended and Restated Effective as of January 1, 2008)
This amendment and complete restatement of the Visa Excess Retirement Benefit Plan (hereinafter called the "Excess Plan") is effective as of
January 1, 2008.
1. Purpose. As the result of the Employee Retirement Income Security Act of 1974 ("ERISA"), a maximum has been placed on the pension benefits that may
be paid from the Visa Retirement Plan (the "Retirement Plan"). In addition, because of amendments to the Retirement Plan attributable to subsequent tax
legislation, pension benefits accruing under the Retirement Plan after September 30, 1989 may in certain cases be reduced. The purpose of the Excess Plan is
therefore to provide for the payment of benefits with respect to certain of those Participants in the Retirement Plan who may be (i) limited by the limits
imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), on a basis consistent with the
Retirement Plan without regard to the restriction of such provisions of the Code, or (ii) adversely affected by the amendments to the Retirement Plan that were
effective as of October 1, 1989. Effective as of October 1, 2002, the Retirement Plan is comprised of two components as follows: the Visa Retirement Plan, as
amended and restated effective October 1, 2000 (the "Pre-2002 Plan") and the Visa 2002 Retirement Plan effective October 1, 2002 (the "2002 Plan").
Effective as of January 1, 2008, the Retirement Plan is comprised of three components as follows: the "Pre-2002 Plan", the "2002 Plan", and the Visa Cash
Balance Plan, effective January 1, 2008 (the "Cash Balance Plan").
2. Eligibility to Participate in the Excess Plan.
(a) Any Participant in the Retirement Plan whose Retirement Income is limited by reason of the limitations imposed on compensation and benefits
under Section 401(a)(17) and Section 415 of the Code, respectively; and
(b) Any Participant in the Pre-2002 Plan who is adversely affected by the amendments to the Retirement Plan that were effective as of October 1, 1989.
3. Amount of Benefit. Subject to any separate written agreement with a Participant, the benefit payable to each eligible Participant or his Beneficiary under
the Excess Plan shall be determined as of the date the Participant incurs a "separation from service" described in Section 4 below, calculated as follows: