Visa 2008 Annual Report Download - page 261

(e) Participant in the Pre-2002 Plan and the Cash Balance Plan. The benefit payable under the Excess Plan to an eligible Participant in the Pre-2002
Plan and the Cash Balance Plan or his Beneficiary shall equal the sum of the benefits that would have been payable with respect to the Participant under
subparagraphs (a) and (c) of this Section 3 determined as if both of those subparagraphs had applied to the Participant.
(f) Participant in the 2002 Plan and the Cash Balance Plan. The benefit payable under the Excess Plan to an eligible Participant in the 2002 Plan and
the Cash Balance Plan or his Beneficiary shall equal the sum of the benefits that would have been payable with respect to the Participant under
subparagraphs (b) and (c) of this Section 3 determined as if both of those subparagraphs had applied to the Participant.
(g) Participant in the Pre-2002 Plan, the 2002 Plan and the Cash Balance Plan. The benefit payable under the Excess Plan to an eligible Participant
in the Pre-2002 Plan, the 2002 Plan and the Cash Balance Plan or his Beneficiary shall equal the sum of the benefits that would have been payable with
respect to the Participant under subparagraphs (c) and (d) of this Section 3 determined as if both of those subparagraphs had applied to the Participant.
Notwithstanding the preceding provisions of this Section 3, if a Participant has received or commenced receiving benefits under the Retirement Plan or the
Excess Plan prior to accruing additional benefits under either such plan, his Excess Plan benefit shall be actuarially adjusted to the extent necessary and
appropriate to take into account the amount of such benefits previously received.
Benefits under the Excess Plan shall be treated as vested and forfeited as described in Section 7.1 of the Retirement Plan and such Section is incorporated
herein by reference. Notwithstanding the preceding sentence, a Participant shall forfeit any benefit that is payable hereunder, regardless of when such benefit
was accrued, if the Committee determines that the Participant has engaged in bribery, embezzlement, fraud, misappropriation of assets or receipt of kickbacks
involving the Company or any Related Company.
4. Timing and Form of Benefit Payment. Subject to the last paragraph of this Section 4, the benefit payable under the Excess Plan with respect to a
Participant shall be paid in the form of a single lump sum payment as soon as administratively practicable after the date the Participant incurs a "separation
from service," but in no event more than 90 days following such date.
A Participant incurs a "separation from service" for purposes of this Section if he dies, retires or otherwise has incurred a "termination of employment" from
Visa Inc. and any Related Company. A Participant will not incur a separation from service while he is on military leave, sick leave, or other bona fide leave of
absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to
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