Visa 2008 Annual Report Download - page 262

reemployment under an applicable statute or contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that
the Participant will return to perform services. Notwithstanding the foregoing, where a leave of absence is due to any 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.
In addition, effective as of March 19, 2008 (the date the stock of Visa Inc. commenced public trading), the benefit payable under the Excess Plan to a
Participant who is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the date of his or her separation from service shall
not be paid until the first business day next following six months after such separation from service date. The benefit payable to such a Participant shall be
adjusted for interest thereon during the period of time the payment is delayed by reason of this paragraph at the applicable interest rate referenced in Section 4.
l(c)(A) of the Cash Balance Plan.
5. Funding and Payment Obligation. Benefits under the Excess Plan shall be payable from the general assets of Visa Inc., Visa USA, Inc. and/or Visa
International Service Association. No specific assets shall be set aside for the purpose of making payments under the Excess Plan. Benefits under the Excess
Plan payable with respect to a Participant shall be paid by the entity employing the Participant immediately prior to his "separation from service" date as
determined under Section 4, above. If such benefits are not paid when due, then Visa Inc., Visa USA, Inc. and Visa International Service Association shall
each be obligated to make such payments only in proportion to the Participant's aggregate years of participation in the Retirement Plan while an Employee of
Visa Inc., Visa USA, Inc. (or a majority owned subsidiary thereof), or Visa International Service Association (or a majority owned subsidiary thereof).
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