Visa 2008 Annual Report Download - page 263

6. Administration. The Excess Plan shall be construed, interpreted and administered by the Committee in a manner consistent with Article XI of the
Pre-2002 Plan and Articles X of the 2002 Plan and the Cash Balance Plan and such Articles are incorporated herein by reference. Any construction,
interpretation and administrative action shall be final and binding on all Participants and their Beneficiaries.
7. Notification. The Committee shall provide the Participant or Beneficiary entitled to benefits under the Excess Plan written notice of the terms and
conditions of payments from the Excess Plan.
8. Amendment and Termination. The Excess Plan may be amended by the Compensation Committee of the Board of Directors of Visa Inc. or the
Committee (except that material amendments by the Committee must be approved by the Audit Committee of the Board of Directors of Visa Inc.), and the
Excess Plan shall terminate when the Retirement Plan terminates. No amendment or termination of the Excess Plan shall reduce or eliminate the benefits
payable thereunder based on a Participant's benefits accrued under the Retirement Plan through the date of the amendment or termination.
9. 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.
10. 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.
11. 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.
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