1

Request for

Member Approval

Review of the Restructuring

Proposal and Visa Inc. 2007

Equity Incentive

Compensation Plan

Draft as of Sept. 12, 2007

Note: This deck may be tailored by

Region; any regional revisions require

Legal review

Filed by Visa Inc.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Visa Inc.

Commission File No. 333-143966

Thank you for making time for today’s discussion.

The intent of our meeting today is to brief you on Visa’s restructuring proposal.

As you’ll hear today, we believe strongly that the proposed restructuring will enable Visa to compete more

effectively and better serve you.

And to that end, we hope you will provide your consent to the proposed restructuring and the Visa Inc. 2007

Equity Incentive Compensation Plan.

2

Visa has filed documents regarding the proposed restructuring with the SEC,

including a registration statement on Form S-4 containing a proxy

statement-prospectus. We urge members to read the definitive proxy

statement-prospectus regarding the proposed restructuring and any other

relevant documents carefully and in their entirety because they contain

important information about the proposed restructuring.

The definitive proxy statement-prospectus has been mailed to eligible members

of

Visa

International,

Visa

USA

and

Visa

Canada.

You

may

obtain

copies

of

any

of these documents filed with the SEC that contain information about the

proposed restructuring free of charge at the

Web

site

maintained

by

the

SEC

at

www.sec.gov

or

from

D.F. King & Co.,48 Wall Street, New York, NY 10005.

•

[Read Legal Disclaimer]

3

This

presentation

contains

forward-looking

statements.

These

statements

may

be identified by the use of words such as "will," "believes," "anticipates,"

"intends," "estimates," "expects," "projects," "plans" or similar expressions.

Such

forward-looking

statements

include,

without

limitation,

statements

about

the proposed restructuring and related transactions, strategy, future

operations, prospects, plans and objectives of management and events or

developments that we expect or anticipate will occur. The forward-looking

statements reflect Visa's current views and assumptions and are subject to

risks

and

uncertainties,

which

may

cause

actual

and

future

results

and

trends

to differ materially from the forward-looking statements, including but not

limited to ability to obtain approval by Visa's members for the proposed

restructuring

and

related

transactions;

successful

completion

of

the

restructuring and related transactions; the outcome of legal proceedings;

uncertainties inherent in operating internationally; and the impact of law and

regulations. Many of these factors are beyond Visa's ability to control or

predict. Given these factors, you should not place undue reliance on the

forward-looking statements.

[Read Legal Disclaimer]

If asked about the IPO, generally reply “no comment.”

If pressed, please make sure the member understands

that we cannot say more than what is in the proxy statement-prospectus and there are no guarantees that

Visa will ever conduct an IPO (refer to Q&A, page iii of the proxy statement-prospectus)

What are the reasons for the restructuring?

We believe the restructuring will enable Visa Inc. to compete more effectively and better serve our customers

by streamlining decision making, facilitating business growth and enhancing Visa Inc.’s ability to coordinate

business on a global basis, while preserving our existing competitive advantages, such as strong local

market

relationships,

expertise

and

execution.

In

addition,

we

believe

that

the

global

restructuring

will

enable

Visa Inc. to facilitate a common, global approach, where appropriate, to the legal, regulatory and competitive

issues arising in today’s marketplace, while also presenting an opportunity to increase operational

efficiency.

The restructuring is also intended to facilitate an initial public offering of shares in Visa Inc.

When will Visa Inc. conduct an initial public offering?

The loss sharing agreement, which forms a part of our retrospective responsibility plan (described below),

provides

that

we

must

use

our

commercially

reasonable

efforts

to

complete

an

initial

public

offering

within

120 days after the closing of the restructuring. If we do not complete the initial public offering within 240 days

after the closing of the restructuring, the obligations of the Visa USA member signatories under the

agreement may be suspended until we have completed our initial public offering, at which point the

obligations

under

the

agreement

will

be

reinstated

in

full

as

if

they

had

never

been

suspended.

This

240-day

period

may

be

extended

under

certain

circumstances.

As

a

result,

we

intend

to

commence

planning

for

an

initial public offering after the completion of the restructuring. However, there are many issues that are

outside of our control, such as market factors, that could prevent us from completing an initial public offering,

and we may never do so.

4

The Restructuring Proposal

•

The

restructuring

agreement

proposes

a

series

of

transactions

by

which

Visa

International,

Visa

USA

and

Visa

Canada

will

become

subsidiaries

of

Visa

Inc.

•

Visa

Europe

will

become

a

stockholder

of

Visa

Inc.

and

will

enter

a

series

of

contractual

relationships

that

will

govern

its

relationship

with

Visa

Inc.

As a reminder, in June, we announced the signing of the restructuring agreement and our intention to restructure

as a means to enable us to compete more effectively and better serve our customers.

In the proposed restructuring, Visa USA, Visa Canada and Visa International will merge and become wholly-

owned subsidiaries of Visa Inc.  

Visa Europe will remain a separate entity focused on meeting the unique needs of its customers in the European

market.

It

will

retain

its

membership

association

structure

and

become

a

licensee

and

stockholder

of

Visa

Inc.

Reference page 89

within the proxy statement-prospectus.

5

The boards of directors

of Visa International,

Visa USA and Visa Canada have approved the

restructuring agreement and recommend that

their respective members approve the

restructuring proposal

Restructuring Proposal:

Recommended by the Boards of Directors

This restructuring proposal is the culmination of a long and thorough review process by our regional boards around

the world.

Also note --

The boards of directors of Visa AP, Visa CEMEA and Visa LAC have determined that the restructuring

is advisable and in the best interest of their respective members, taken as a whole.

Our local [REGION] management and board have been deeply involved in the negotiations that went into crafting

the restructuring agreement.

By now you should have received your proxy statement-prospectus which includes a plain language summary of

the

agreement

and

an

extensive

Q&A

designed

to

answer

members’

main

questions

abut

the

proposed

restructuring.

We’ll talk about the highlights today …

I strongly encourage you to read the proxy statement-prospectus carefully

and in its entirety, and let me know if you have any questions.

The boards of directors of Visa International, Visa USA and Visa

Canada have specifically recommended

that you and the other members of Visa [REGION] approve the restructuring proposal.

NOTE: If asked, confirm that the board of directors of Visa Europe approved the restructuring agreement as well.

6

•

The restructuring proposal has been reviewed by

financial advisors

appointed by each of the

boards of directors of Visa International, Visa

Canada, Visa USA, Visa AP, Visa LAC and Visa

CEMEA to provide them with an opinion with

respect to the fairness of the restructuring to

the members of the region

from a financial

point of view

Restructuring Proposal:

Financial Advisors

In addition to the approval of the participating members of the boards of directors from each region and Visa

International who approved the global restructuring agreement, the agreement has also been reviewed by outside

financial advisors who were selected by each region.

Here in [REGION] we selected [FINANCIAL ADVISOR NAME] who thoroughly reviewed the proposed restructuring

and declared it fair to the members of the region from a financial point of view.

7

Changing to Compete More Effectively,

Better Serve Our Customers

Visa Inc. believes the proposed restructuring will:

•

Streamline decision making

•

Facilitate business growth

•

Enhance its ability to coordinate business on a global basis

•

Preserve

its

existing

competitive

advantages,

such

as

its

strong

local

market relationships, expertise and execution

•

Facilitate a common, global approach, where appropriate,

to the legal, regulatory and competitive issues in today’s marketplace

•

Increase operational efficiency

•

Facilitate

an

initial

public

offering

and

thereby

provide

access

to

capital

Before we get into the details of the proposed restructuring, I’d like to remind you why we have undertaken this

process.

As

described

in

the

proxy

statement-prospectus,

we

believe

that

we

need

to

change

to

do

a

better

job

of

competing more effectively and meeting the needs of our customers.

Specifically, we believe that the proposed restructuring will enable the company to:

•

streamline decision making;

•

facilitate business growth;

•

enhance our ability to coordinate business on a global basis;

•

maintain existing competitive advantages;

•

preserve our strong local market relationships, expertise and execution;

•

facilitate a common, global approach, where appropriate, to the legal, regulatory and competitive issues in

today’s marketplace

•

increase our operational efficiency; and

•

ultimately facilitate an IPO.

8

Visa Member Interests Following the

Restructuring

•

Eligible Visa members will have equity in Visa Inc. and non-equity

interests in Visa International or Visa USA

–

Equity

interests

will

represent

voting

and

economic

rights,

and

will

be 

represented by common stock of Visa Inc.

–

Non-equity interest will represent commercial and other rights and

obligations regarding participation in the Visa payments system

•

Existing contractual agreements will not be affected by the restructuring

•

Existing operating regulations and rules will remain in place

•

[Canada only: Visa Canada members will enter into services agreem ents which

embody commercial and other rights and obligations regarding participation in

the Visa payments system]

Our goal is to minimize disruption to our

ongoing business relations with you

Interests of eligible Visa members will be converted to equity and non-equity interests in Visa International and

Visa USA.

Equity interests will represent your voting and economic rights and will be converted into common stock of Visa

Inc.

Your non-equity interest represents your commercial agreements and obligations for participating in the Visa

payments system.

Your

existing

contractual

agreements

will

not

be

affected

by

the

restructuring;

and

existing

operating

regulations

and rules remain in place as well.

Our goal throughout this process is to minimize the disruption to our ongoing business relations with our members,

continuing to deliver results for you is most important to us.

Additional details about equity and non-equity interests can be found in the proxy statement-prospectus on page iv.

9

Your Equity Interests

•

As an eligible member of Visa [Region], you will receive a regional class

of Visa Inc. common stock

–

Shares are initially allocated among all Visa regions

•

For participating regions this has been based on each region’s projected net income

contribution for 2008

–

Regional class shares are then allocated to eligible members within

participating regions

•

For Visa USA, shares will be allocated to each member of Visa USA in accordance

with the Visa USA membership proportion 

•

For

Visa

Canada,

shares

will

be

allocated

to

each

member

of

Visa

Canada

based

on its Visa card sales volume from Oct. 1, 1990, to the Sept. 30

immediately

preceding the date on which the restructuring is consummated

•

For Visa AP, Visa LAC and Visa CEMEA, allocation is based equally on contribution

of net fees and total volume, as a proportion of the regional total, from Oct. 1, 2001

to June 30, 2007

The initial regional share allocations have been based on projected 2008 net income contributions and also

reflect the allocation of synergies and other considerations.

These regional ownership numbers can be found in the proxy statement-prospectus, beginning on page 93.

These regional class shares have been allocated to eligible members within participating regions.

The methodology for allocation of shares among a participating region’s financial institution members will differ

from region to region. The methodology reflects each regional entity’s existing governance structure as well as

applicable laws.

•With regard to Visa USA, the shares will be allocated to each member of Visa USA in accordance with the Visa

USA membership proportion as defined in the Visa USA certificate

of incorporation.

•With

regard

to

Visa

Canada,

the

shares

will

be

allocated

to

each

member

of

Visa

Canada

based

on

its

Visa

card sales volume as defined in the bylaws of Visa Canada for the period from October 1, 1990 to the

September 30 immediately preceding the date on which the restructuring is consummated.

•With regard to Visa AP, Visa LAC and Visa CEMEA, the shares will

be allocated to eligible members of Visa

International

in

accordance

with

a

formula

based

on

net

fees

and

total

volume

of

a

member

entitled

to

receive

shares

–

The formula measures the net fees paid by, and total volume of, a member financial institution entitled to

receive shares in proportion to the aggregate net fees paid by, and total volumes of, all such member

financial institutions within the applicable unincorporated region.

–

The

net

fees

and

total

volume

components

are

weighted

equally

in

determining

the

equity

allocation

of

each eligible financial institution member of each of Visa AP, Visa LAC and Visa CEMEA.

–

At

the

restructuring

closing,

the

eligible

financial

institution

members

of

Visa

AP,

Visa

LAC

and

Visa

CEMEA will receive an initial allocation of shares based upon net fees and total volume for each such

region beginning on October 1, 2001 and ending on June 30, 2007.

10

Your Equity Interests cont.

–

Subsequently, each member's regional class shares will be converted

into [For Visa USA:

class B] [For Non-US members:

class C] Visa Inc.

common stock. The conversion ratio used will be based on:

•

The regional true-up process, which adjusts the allocation of shares

among the participating regions¹

to reflect each region’s relative actual

performance as compared with projections during the measurement period

•

For members in Visa AP, Visa LAC and Visa CEMEA, an additional

adjustment will be made based a formula that measures each member’s

contribution of net fees and total volumes, from Oct. 1, 2001, to the last

day of the measurement period for the true-up

Each member’s estimated allocation of regional shares is printed on the

proxy card sent with the proxy statement-prospectus

1

Visa Europe is not a participating region

This initial allocation will be subject to adjustment based on the net fees and total volume of each member in

proportion

to

the

aggregate

net

fees

and

aggregate

total

volumes

for

all

members

within

the

applicable

region

during the period from Oct. 1, 2001 through the last day of the measurement period for the true up.

As an eligible member, your estimated allocation of regional shares is printed on the proxy card sent with the

proxy statement-prospectus

As

you

may

recall,

these

initial

regional

ownership

allocations

will

be

subject

to

a

“true-up

process”

prior

to

an

IPO.

The true-up process is designed to ensure that final ownership allocations reflect actual performance as

compared to the estimates used for the initial calculation.

Measurement

Period

--

The

measurement

period

will

be

the

four

quarters

ending

September

30,

2008;

provided, however, that if Visa Inc. files a registration statement on Form S-1 for an initial public offering prior

to the end of fiscal 2008, then the measurement period will be the four quarter period ending with (and

including)

the

latest

quarter

for

which

financial

statements

are

included

in

the

registration

statement

on

Form

S-1 on the date it is declared effective by the SEC. In no event, however, will the measurement period be any

earlier

than

the

four

quarters

ending

September

30,

2007.

Following the end of the measuring period, the initial equity allocation to members will be adjusted through a

conversion

of

members'

initial

shares

into

shares

of

a

different

class.

This

conversion

is

expected

to

occur

not more than 5 business days prior to our initial public offering, but if our initial public offering does not occur

prior

to

September

30,

2008,

the

conversion

will

occur

within

50

days

after

September

30,

2008."

For members in Visa AP, Visa LAC and Visa CEMEA, the member level allocation methodology will be the

same across such regions.

The calculation methodology for the true up process is described

in the proxy statement-prospectus, on

pages 93-95.

11

Ownership Milestones

IPO

Pre-IPO

Ownership Transition

Solicitation Period

Portions of members’

shares of Visa Inc.

stock are redeemed from proceeds of IPO

Visa Inc. intends to commence planning for an initial public

offering after the completion of the proposed restructuring

Members receive initial equity allocation in

regional class stock

Determine conversion ratio into Visa Inc.

stock

Merger closes, create single company, Visa Inc.

Visa Inc. reports quarterly financial performance

•

Regions submit quarterly financial information

Pre-IPO, in connection with true-up, member equity reallocated

based on regional actual performance relative to projections 

Members in Visa AP, Visa LAC and Visa CEMEA are also

subject to member-level true up based on individual

contribution compared with other members in those regions

Targeted member consent

Execute the letter of transmittal

Eligible members receive proxy card that specifies approximate

number of shares they will be entitled to receive upon the

closing of the restructuring and the delivery of their letter of

transmittal

Targeted members asked to:

•

Adopt and approve the Global Restructuring Agreement

•

Approve the Visa Inc. 2007 Equity Incentive Compensation Plan

A phased approach has been devised to carry us from our current state to our end state.

This slide is designed to provide context for what will happen to your ownership interests during the phases of

the transition.

First, you are being asked to approve the restructuring proposal, and after you have reviewed the proxy

statement-prospectus, you are asked to submit your proxy authorizing your consent to the proposed

restructuring along with the letter of transmittal, designed to cancel your current equity Visa membership so that

we may convert it to ownership interest in Visa Inc., in accordance with your estimated initial equity allocation.

With the completion of the restructuring, members will receive notification of their shareholding (reflecting their

initial equity allocation), which will be held in an electronic book register.

And

then

prior

to

an

IPO,

we

will

execute

the

true-up,

when

there

will

be

a

final

adjustment

to

members’

equity

allocations.  

At

the

time

of

an

IPO,

new

shares

will

be

issued

and

members’

shares

will

be

partially

redeemed,

which

will

generally

result

in

a

dilution

of

members’

percentage

ownership

of

Visa

Inc.

Reference pages 93-95

within the proxy statement-prospectus.

12

Governance Upon Completion of the

Restructuring

Visa Inc. Board of Directors

–

Ten

independent

directors,

who

will

comprise

a

majority

–

Visa Inc. CEO

Joseph Saunders

–

Seven directors

drawn from six Visa geographic regions

(two from Visa USA, Visa Europe director will step down

prior to an IPO of Visa Inc.)

Visa Inc. believes this governance structure will make the

organization more responsive to our customers by streamlining

our decision-making and enabling Visa Inc. to facilitate a common,

global approach, where appropriate, to the legal, regulatory

and competitive issues in today’s marketplace

As our ownership structure changes, so too will our governance structure.  Upon closing of the restructuring, Visa Inc.’s board will be

composed of a majority of independent directors, meeting today’s best practices in corporate governance.

•We recently announced our new slate of directors. In addition to Joseph Saunders, Chairman and Chief Executive Officer of Visa Inc.,

the Board of Directors of Visa Inc. will include 10 independent directors and seven directors drawn from each of Visa's geographic

operating regions.

•The

following

individuals

were

named

to

serve

as

the

independent

directors

after

the

completion

of

the

proposed

restructuring:

–

Thomas

Campbell,

Bank

of

America

Dean

and

Professor

of

Business,

the

Haas

School

of

Business,

University

of

California,

Berkeley

–

Gary Coughlan, Former Chief Financial Officer and Senior Vice President of Finance, Abbott Laboratories

–

Mary B. Cranston, Firm Senior Partner, Pillsbury Winthrop Shaw Pittman LLC

–

Francisco Javier Fernandez-Carbajal, Former Chief Executive Officer, Corporate Development Division, Grupo Financiero BBVA

Bancomer

–

Suzanne Nora Johnson, Former Vice Chairman, The Goldman Sachs Group, Inc.

–

Robert W. Matschullat, Former Vice Chairman and Chief Financial Officer, Seagram Company Limited

–

Cathy Elizabeth Minehan, Former President and Chief Executive Officer, Federal Reserve Bank of Boston

–

David

J.

Pang,

Former

Chief

Executive

Officer,

Airport

Authority

of

Hong

Kong

and

Former

Corporate

Vice

President,

E.I.

DuPont and Former Chairman, DuPont Greater China

–

William Shanahan, Former President, Colgate-Palmolive Company

–

John Swainson, President, Chief Executive Officer and Director, CA, Inc.

•The following individuals were named to serve as the regional directors after the completion of the proposed restructuring:

–

Peter

Hawkins,

Chairman

of

Visa

Asia

Pacific

Region,

director

of

Visa

International

and

director

of

Inovant

–

David McKay, Chairman of Visa Canada, director of Visa International and Executive Vice President of Personal Financial

Services, Royal Bank of Canada

–

Hani Al-Qadi, General Manager and Vice Chairman, Arab Jordan Investment Bank, and regional director of Visa Central Europe

Middle East Africa (CEMEA)

–

Hans van der

Velde, Deputy Chairman of Visa Europe and director of Visa International and Inovant

–

Segismundo

Schulin-Zeuthen, Chairman of Visa Latin America and Caribbean Region and director of Visa International and

Inovant

–

Charles

T.

Doyle,

Chairman,

Texas

First

Bank

and

Chairman,

Texas

Independent

Bancshares,

Inc.

and

director

of

Visa

USA,

Visa International and Inovant

–

Charles W. Scharf, Chief Executive Officer, Retail Financial Services, JPMorgan Chase & Co. and director of Visa USA

Reference pages 279 -284

in proxy statement-prospectus.

13

Visa Inc.’s Relationship with

Visa Europe

•

Visa Europe will remain a separate entity; it will retain its current

structure and will become a stockholder of Visa Inc.

•

Visa Europe will also become an exclusive licensee of Visa Inc.’s

trademarks and technology in Visa Europe’s region

•

Visa Inc. and Visa Europe will provide each other with services to

maintain interoperability

•

Visa Europe believes that by being owned and governed by its

European member financial institutions, it will be best positioned

to serve a borderless payment market in Europe, meet the goals

of its member financial institutions, consumers and merchants,

and support the European Union’s vision of a Single Euro

Payments Area, or SEPA

As discussed at the beginning of our conversation, Visa Europe will retain its member association structure and

become a licensee of Visa Inc.

Visa

Europe

will

remain

a

separate

entity

focused

on

meeting

the

unique

needs

of

its

customers

in

the

European

market who support the European Union’s vision of a Single Euro Payments Area, or SEPA. Visa Europe will

become a stockholder of Visa Inc.

At the same time, the global Visa enterprise expects to work seamlessly, enhancing interoperability, reliability

and security for Visa members, customers, cardholders and merchants around the world.

Visa Inc. and Visa Europe will enter into a framework agreement that will govern how the two entities will

operate together. The framework agreement governs:

–

The Technology License and Trademark License, which is an exclusive license of Visa Inc. governing Visa

Europe’s use of the Visa brand and technology.  In exchange for the rights the license provides, Visa Europe

will pay Visa Inc. a licensing fee.

–

The Bilateral Services, which are transitional and ongoing services that Visa Inc. and Visa Europe will

provide each other

Reference pages 315-316

within the proxy statement-prospectus.

14

Retrospective Responsibility Plan

•

The

restructuring

entails

the

establishment

of

mechanisms

by

which

members

of

Visa

USA

will

bear

responsibility

for

liabilities

related

to

the

covered

litigation

•

The

retrospective

responsibility

plan

provides

for

a

variety

of

means

to

fund

any

judgment

or

settlement

in

a

covered

litigation

•

Upon the completion of an IPO, Visa Inc. will deposit a

portion of the net proceeds in an escrow account from

which settlements of, or judgments relating to, the covered

litigation would be paid

One of the reasons for pursuing the restructuring was to better position Visa to address the legal, regulatory and

competitive issues arising in today’s marketplace.

In

the

proxy

statement-prospectus,

we

describe

a

plan

by

which

upon

the

completion

of

a

potential

IPO,

Visa

Inc.

will deposit a portion of the net proceeds in an escrow account from which settlements of, or judgments relating

to, the covered litigation would be paid.

As described in the proxy statement-prospectus, covered cases include:

–

Discover Financial Services v. Visa USA Inc

–

American Express Travel Related Services Co., Inc. v. Visa USA, Inc. et al.

–

Attridge v. Visa USA, Inc. et al.

–

Multi-district litigation 1720 and claims challenging the restructuring that are consolidated with multidistrict

litigation 1720

Upon an IPO, we expect Visa Inc. stock will be divided into three classes:

–

Class A will be publicly-owned.

–

US financial institutions will own Class B shares; these shares will be subject to dilution upon the initial

funding of the escrow account and any subsequent sales of loss shares.

–

Class C shares will be owned by all non-US financial institutions and will not be subject to dilution in

connection with the retrospective responsibility plan.

Reference pages 96-99

within the proxy statement-prospectus.

15

Next Steps:

Submit Your Approval

The [Visa International/USA/Canada] board of

directors recommends that members approve the

restructuring proposal

To submit your consent, complete and submit the proxy card

Execute your letter of transmittal, which is a condition to your

receipt of Visa Inc. stock

1

2

Voting members may submit their approval via phone or the Web:

–

Members will be asked to verify their identity

–

By phone [INSERT PHONE NUMBER]

–

By Web [INSERT WEB SITE]

We started today’s conversation by saying how important it is that you submit your approval of the restructuring

proposal.

I hope that I have successfully provided sufficient information to help you complete your evaluation of the proposed

restructuring.

If you haven’t had a chance, we recommend that you thoroughly review the proxy statement-prospectus in its

entirety.

And let me say one more time, thank you for your support and continued partnership throughout the restructuring.

If

you

are

ready

to

submit

your

approval,

I

can

take

your

signed

proxy

card

today.

Alternatively, you received with the proxy statement-prospectus a simple set of instructions for submitting your vote

via a web site or phone. If you don’t have your instruction sheet, please let me know and I can assist in connecting

you with our solicitation firm, DF King. 

As a reminder, the Letter of Transmittal, among other things, cancels your equity interest in Visa International [or

Visa USA] and is a condition to Visa Inc.’s issuing your stock.

In the meantime, please let me know if you have any questions about the restructuring agreement or solicitation

process. I’ll be eager to help answer them.

Reference page ix of the Q&A.

16

Appendix

To be used selectively

with Visa Legal present

as co-presenter

Note: This section includes

supplemental slides that may be added

to the main deck in response to specific

areas of interest expressed by a member

17

Appendix:

Table of Contents

1.

Ownership percentages

2.

Visa International Equity Allocation

3.

True-Up Process

4.

Equity Incentive Plan

5.

Regionality

6.

Visa’s Relationship with Visa Europe

7.

Put/Call Option

8.

Components of Retrospective Responsibility Plan

Following are a series of slides that may be used to supplement the main solicitation deck. This content should be

delivered in partnership with a representative from Visa Legal.

18

Ownership

Ownership approach

•

For the participating regions, the initial

allocation of Visa Inc. shares is based

primarily on projected contributions to

FY08 net income to the overall

Visa enterprise

•

The initial allocation also reflects

negotiated adjustments that were

made

to

reflect

potential

operating

synergies

and

one-time

adjustments

to

financial

projections

•

Visa Europe’s allocation was the

result of a negotiation between the

regions participating in Visa Inc. and

Visa Europe

•

Ownership allocation percentage to be

determined at the true-up stage, based

on proportion of projected earnings

contribution plus one-time adjustments

Visa Inc.

Ownership (pre-true-up)*

Visa

USA

(1)

57.06%

Visa AP

15.94%

Visa LAC

10.73%

Visa CEMEA

4.92%

Visa Canada

2.95%

Visa

Europe

(2)

**

8.40%

Visa

Europe

(3)

**

Total

100.00%

(1)Excluding shares of class USA common stock held by Visa USA

(2)Excluding class EU (series II) common stock but including 549,587

shares of class EU (series III) common stock issued to VESI, a

subsidiary of Visa Europe

(3)Class EU (series II) common stock

*Does not include Visa Europe’s redeemable shares

**Visa Europe is not subject to true-up; percentages do not include

redeemable “gross up”

shares in an amount sufficient to increase Visa

Europe’s interest to 10%

On this slide, you will see the initial ownership percentage of Visa Inc. for each participating region as well as Visa

Europe.

The

initial

regional

share

allocation

is

based

on

projected

2008

net

income

contributions

and

also

reflect

allocation

of

synergies and other certain considerations.

Ownership allocations are based primarily on regional projections of 2008 performance. 

These estimates have been vetted and approved by all the regional boards, and can be found in the proxy statement-

prospectus on page XX.

The

initial

regional

ownership

for

all

regions

will

be

subject

to

a

“true-up

process”

prior

to

a

potential

IPO.

Visa Europe will own a minority stake in Visa Inc.

The ownership approach is described in the proxy statement-prospectus, beginning on page 93.

19

Visa International Equity Eligibility

Methodology Includes:

•

Members eligible to receive Visa Inc. common stock of the applicable regional

class must:

–

be a member of Visa International that is not sponsored by any other member of Visa International,

Visa USA, Visa Europe or Visa Canada in one of the following categories of membership:

–

Principal member, Visa Cash Program Participant member, Plus Program Participant

member, Cheque

Issuer member, Merchant Acquirer member, Travel Money Issuer member,

Interlink Program Participant member or Cash Disbursement member;

–

have an initial ownership percentage as defined in the restructuring agreement that is a positive

number; and

–

be identified in the books and records of Visa International as being affiliated with the applicable

unincorporated

region

(except

in

the

case

of

Cheque

Issuer

members

or

Travel

Money

Issuer

members)

•

Proxy statement-prospectus contains information on the treatment of credit for historic

fees and volumes for the following circumstances:

–

Acquisitions, portfolio transfers, foreign branch licensees who upgrade to principal membership,

sponsored

members

who

upgrade

to

principal

membership,

principal

members

who

downgrade

to

a sponsored category

•

Foreign branch licensees:

–

Will receive credit for its historical fees paid and total volumes reported directly to the

unincorporated Visa region in which it is situated, unless the parent of such foreign branch licensee

is situated within the same region, in which case such historical fees and total volume will be

allocated to its parent entity

Re: Methodology.

A

consistent

methodology

for

equity

allocation

has

been

developed

for

all

Visa

International

members.

It

was

considered and recommended for approval by the regional boards of AP, CEMEA, and LAC, and approved by Visa

International.

The methodology has been articulated in careful detail in the restructuring agreement, and it is summarized in the

S-4.

Implementation of the methodology has been undertaken by Visa management, to arrive at individual member

allocations.

Refer to page 95-96 in the proxy statement-prospectus

20

Voting Allocation

•

[For Visa USA and Visa International] The voting power of members of

is determined by the respective entity’s existing certificate of

incorporation and bylaws, and applicable Delaware law. 

–

This allocation is indicated on the proxy card that accompanied the proxy

statement-prospectus that each voting member received in the mail.

•

[For Visa Canada] The voting power of members is determined by Visa

Canada’s existing letters patent, supplementary letters patent and

bylaws, and applicable Ontario law. 

–

A statement of voting power allocations has been distributed to all Visa

Canada members and is binding, except in the case of manifest error, in

accordance with Visa Canada bylaw 5.04(b)

For more information, refer to page X of the proxy-statement prospectus:

What determines my voting power?

The voting power of members of Visa International and Visa USA is determined by the respective entity’s certificate

of incorporation and bylaws, and applicable Delaware law.  For members of Visa International and Visa USA, your

voting power allocation is indicated on the proxy card accompanying this proxy statement-prospectus.  For more

information on the allocation of voting power, see “The Proxy Solicitation—Consent Required.”

The

voting

power

of

members

of

Visa

Canada

is

determined

by

Visa

Canada’s

existing

letters

patent,

supplementary letters patent and bylaws, and applicable Ontario law.  In accordance with Visa Canada bylaw

5.04(b), a statement of voting power allocations has been distributed to all Visa Canada members and is binding,

except in the case of manifest error.

21

True-Up Process: Key Steps

Final

Visa

Inc.

ownership

will

be

based

on

adjusted

Net

Income

Equivalent

due

to

variance

factor.

Adjustment-will

take

effect-automatically

prior

to

a

potential

IPO

effective

date

Step 5

True-Up

of

Ownership

Multiply the previously agreed 2008 Net Income forecast by the adjustment factor

and add adjustments back to determine revised ownership

Step 4

Adjust 2008E Net

Income Equivalent

If the % variance is outside the pre-determined tolerance bands the

improvement/(shortfall) is multiplied by 1.5x to arrive at a 2008 Net Income

adjustment factor

Step 3

Calculate Variance

and Adjustment

Factor

Compare

actual

Net

Revenue

for

the

measurement

period

to

initial

baseline

projected Net Revenue for each Region

–

Calculate % variance between actual and baseline

Step 2

Compare to Baseline

Projections

Determine measurement period and calculate actual Net Revenue for

each region

Process began October 1, 2006

–

Final period of measurement will be fiscal 2008 or the actual 4 quarters

preceding the initial S-1 filing

Step 1

Measure Actual Net

Revenue

In order to better reflect relative actual performance as compared with projections, there will be a reallocation of

shares,

or

true-up,

based

on

each

region’s

relative

under-

or

over-achievement

of

its

net

revenue

targets

for

the measurement period

•

The measurement period will be the four quarters ending Sept. 30, 2008; provided, however, that if Visa Inc.

files a registration statement on Form S-1 for an initial public offering prior to the end of fiscal 2008, then the

measurement period will be the four quarter period ending with (and including) the latest quarter for which

financial statements are included in the registration statement on Form S-1 on the date it is declared

effective

by

the

SEC.

In

no

event,

however,

will

the

measurement

period

be

any

earlier

than

the

four

quarters ending Sept. 30, 2007. 

Following the end of the measuring period, the initial equity allocation to members will be adjusted through a

conversion

of

members'

initial

shares

into

shares

of

a

different

class.

This

conversion

is

expected

to

occur

not more than 5 business days prior to our initial public offering, but if our initial public offering does not

occur prior to September 30, 2008, the conversion will occur within 50 days after September 30, 2008.

•

Based on that evaluation, it provides a mechanism to encourage revenue growth

•

Because the true-up calculation is based on relative financial performance among the regions, it is possible

that a region could meet or exceed its net revenue goals and be allocated fewer shares as a result of the

true-up if other regions were to outperform their revenue targets by a greater percentage.

•

A region’s adjusted amount equals the baseline amount multiplied by the applicable multiplier, plus an

additional, negotiated amount for, among other things, a negotiated portion of the overall expected cost

savings relating to the restructuring

•

The true-up process will affect individual members differently depending on whether they fall under

incorporated or unincorporated regions.

–

The conversion rate utilized in the true-up will be fixed at the regional level for Visa USA and Visa

Canada members

–

The conversion rate utilized in the true-up will be fixed on a member by member basis for Visa AP, Visa

LAC, and Visa CEMEA members

The calculation methodology for the true up process is described

in the proxy statement-prospectus, on

pages 93-96.

22

2007 Equity Incentive Plan

•

Intended to promote our long-term success and increase stockholder

value by attracting, motivating, and retaining our non-employee

directors, officers, employees and consultants

–

Allows the flexibility to grant or award stock options, stock appreciation rights

or SARs, restricted stock awards, restricted stock units, performance unit

awards, performance share awards, cash-based awards and other stock-

based awards to eligible persons

–

Covers a total of up to 59,000,000 shares of common stock

–

Will become effective on the date approved by the affirmative vote of both:

•

The members holding membership interests in Visa International, Visa USA and

Visa Canada; and

•

Visa International, the sole stockholder of Visa Inc. prior to the restructuring.

The compensation committee of the Visa Inc. board of directors will have

authority to operate, manage and administer the equity incentive

plan

The 2007 Equity Incentive plan is intended to promote our long-term success and increase stockholder value by

attracting, motivating, and retaining our non-employee directors, officers, employees and consultants and those of

our subsidiaries and affiliates

•

allows the flexibility to grant or award stock options, stock appreciation rights or SARs, restricted stock

awards, restricted stock units, performance unit awards, performance share awards, cash-based awards and

other stock-based awards to eligible persons

•

covers a total of up to 59,000,000 shares of common stock

•No awards have been made under the equity incentive plan.

The 2007 Equity Incentive Plan will be effective when approved by the affirmative vote of both:

•

the members holding membership interests in Visa International, Visa USA and Visa Canada, which,

assuming the completion of the restructuring, would represent a majority of the outstanding shares of common

stock of Visa Inc. immediately after the closing; and

•

Visa International, the sole stockholder of Visa Inc. prior to the restructuring.

•Features:

•

The compensation committee of our board of directors will have discretionary authority to operate, manage

and administer the equity incentive plan in accordance with its terms.

•

A maximum of 59,000,000 shares of common stock would be available for delivery under the Equity Incentive

Plan

•

The compensation committee may grant awards under the equity incentive plan to our employees and

consultants and those of our eligible subsidiaries and affiliates as well as our non-employee directors.

•

Only our employees and those of our subsidiaries will be eligible to receive incentive stock options under the

equity incentive plan.

For a complete description of plan features, reference pages 104 -110 and Annex K.

23

Regionality

•

Pursuant to the restructuring agreement, Visa Inc., Visa USA,

Visa Canada, Visa AP, Visa LAC and Visa CEMEA will develop

internal Visa regional operating guidelines based on the

following principles:

–

Visa Inc. will be organized around existing regional subsidiaries/

operating divisions

–

Regional management will have responsibility for regional profits

and losses

–

Regional business plans will be developed at the regional level in

accordance with Visa Inc.’s global business plan

–

Regions will have adequate flexibility in the area of marketing and

advertising, as well as in market development

[CONFIRM RELEVANCE TO TARGET MEMBER BEFORE INCLUDING]

It’s

important

to

stress

that

while

Visa

Inc.

is

becoming

a

single,

global

company,

it

remains

committed

to

one of Visa’s greatest strengths –

our regionality. 

We believe our local presence, knowledge and expertise in critical markets around the world will continue

to be a key competitive advantage for us.

Specifically, prior to the closing of the restructuring, Visa Inc., Visa USA, Visa Canada, Visa AP, Visa

LAC and Visa CEMEA will develop internal Visa regional operating

guidelines based on the following

principles:

–

Visa Inc. will be organized around existing regional subsidiaries/operating divisions.

–

Regional management will have responsibility for regional profits and losses.

–

Regional business plans will be developed at the regional level in accordance with Visa Inc.’s

global business plan.

–

Regions will have adequate flexibility in the area of marketing and advertising, as well as in

market development.

24

Operations between

Visa Inc. and Visa Europe

The relationship between Visa Inc. and Visa Europe will be

governed by a framework agreement, which provides for

trademark and technology licenses and bilateral services

•

Visa Europe will have exclusive, irrevocable and perpetual licenses to

use the Visa trademarks and technology within its territory

•

Visa Europe must comply with agreed global rules governing the use

and interoperability of the Visa trademarks and the interoperability of

Visa Inc.’s systems with Visa Europe’s systems

•

Visa Inc. and Visa Europe will provide each other with transitional and

ongoing services similar to those services currently provided among Visa

International, Visa USA, Inovant, Visa Canada and Visa Europe

At the same time, the Visa enterprise expects to work seamlessly, enhancing interoperability, reliability and

security for Visa members, customers, cardholders and merchants around the world.

Visa Inc. and Visa Europe will enter into a framework agreement that will govern how the two entities will operate

together. The framework agreement governs:

–

The Technology License and Trademark License, which is a perpetual, irrevocable and exclusive license

by Visa Inc. that will govern Visa Europe’s use of the Visa brand and technology.  In exchange for the

rights it provides, Visa Europe will pay Visa Inc. a licensing fee.

–

The Bilateral Services, which are transitional and ongoing services that Visa Inc. and Visa Europe will

provide each other.

Reference pages 315-316

within the proxy statement-prospectus

25

Put-Call Option

•

Put option

allows Visa Europe to be acquired by Visa Inc. at

Visa Europe’s option

•

Call option

allows Visa Inc. to acquire Visa Europe upon certain

catastrophic European business performance triggers

•

Valued on forward earnings, cost synergies, adjustments for

non-recurring items and contingent liabilities, and Visa Inc.’s P/E

multiple

Another important element of the restructuring proposal is the Put-Call Option.

Our agreement with Visa Europe also includes a provision that will result in the integration of Visa Europe

into Visa Inc. under two distinct scenarios,

Under

what

is

known

as

a

“put

option,”

Visa

Europe

has

the

right

to

be

acquired

by

Visa

Inc.

The details for the Put-Call option include:

•

Put option can be any time after the earlier of 365 days after the completion of an IPO and 605 days

after the closing of the restructuring;

•

Visa Inc. may exercise call option, subject to certain conditions, at any time following certain triggering

events, but in any event not before the closing of an IPO of Visa Inc. common stock

•

Until the date that is three years after the closing of the restructuring, Visa Inc. will have the option to

pay with a combination of cash and common stock under defined parameters;

•

After the date that is three years after the closing of the restructuring, payment to Europe will be in

cash;

•

Upon the exercise of the put option, Visa Inc. is obligated to pay the purchase price within 285 days,

subject to limited exceptions.

And

under

what

is

known

as

a

“call

option,”

Visa

Inc.

has

the

right

to

acquire

Visa

Europe

if

there

are

significant business performance issues that arise in Europe.

For either transaction, the general formula for determining value and price is agreed on and outlined in the

proxy statement-prospectus.

Reference pages 316-318

within the proxy statement-prospectus.

26

Retrospective Responsibility Plan

•

The restructuring will eliminate general indemnities under Visa

International by-laws and operating regulations, and will release

members from claims by Visa International relating to the

covered litigation

•

Settlements of, or final judgments relating to, the covered

litigation, listed in the proxy statement-prospectus, will first be

paid from an escrow account

–

The conversion rate for the shares held by Visa USA members following an

IPO will be adjusted based upon the initial amount of the escrow

–

Covered litigation includes Discover, American Express, Attridge, MDL 1720

and claims challenging the restructuring that are consolidated within

MDL 1720

Upon the completion of the initial public offering of Visa Inc. common stock, we will deposit a portion of the net

proceeds of the offering in an escrow account from which may be paid settlements of, or judgments relating to,

covered litigation described in the proxy statement-prospectus.

The net initial public offering proceeds less the sum of:

(i)

the initial escrow amount,

(ii)

any funds retained by Visa Inc. for general working capital purposes and

(iii)

the $1.146 billion that is designated to redeem the Visa Europe class C (series II) shares

will

be

used

to

redeem

a

portion

of

the

shares

of

class

B

common

stock

and

the

shares

of

class

C

common

stock

(other than the Visa Europe class C (series II) common stock).

The redemption price of these shares will equal the net initial public offering price per share.

Reference pages 96-99

within the proxy statement-prospectus.

27

Retrospective Responsibility Plan:

Non-US Member Considerations

•

Judgment Sharing Agreements and Loss Sharing Agreement provide

that the JSA and LSA signatories will share in a judgment enforced

against Visa USA

–

Visa USA previously entered into a judgment sharing agreement with certain

of its members that have also been named as defendants in the lawsuit filed

by American Express

•

IPO

escrow/Series

B

shares

“waterfall”

mechanisms

will

apply

equally

for defendants and non-defendant US banks

–

To the extent that the amount of the initial escrow and any additional sale of

loss shares is insufficient to resolve the covered litigation and reimburse

judgment sharing and loss sharing payments by Visa USA’s members, Visa

Inc. will use commercially reasonable efforts to enforce the indemnification

obligations of Visa USA’s members, pursuant to Visa USA’s certificate of

incorporation and bylaws and in accordance with their membership

agreements, for such shortfall

Visa USA, Visa International and Visa Inc. have entered a loss sharing agreement with some of the Visa USA

members.

•

The loss sharing agreement provides that the Visa USA members that are parties to the agreement will be

responsible for a proportionate share of the liabilities associated with the covered litigation that might otherwise

be borne by Visa U.S.A, Visa International or, in certain instances, Visa Inc.

•

This proportionate share of each Visa USA member will be equal to the member’s membership proportion, as

calculated in accordance with Visa USA’s certificate of incorporation.

Visa USA previously entered into a judgment sharing agreement with certain of its members that have also been

named as defendants in the lawsuit filed by American Express, which we refer to as the Amex judgment sharing

agreement.

In addition, Visa USA and Visa International have entered into an interchange judgment sharing agreement with

certain Visa USA members that have been named as defendants in the merchant interchange litigation and the

Kendall litigation with regard to certain covered litigation.

Under the Amex judgment sharing agreement, the Visa USA members that are signatories will pay their

membership proportion of the portion of a final judgment not allocated to the conduct of MasterCard. Under the

interchange judgment sharing agreements, the Visa USA members that are signatories will pay their membership

proportion of the portion of a final judgment not allocated to the conduct of MasterCard and will allocate among

themselves the entirety of the portion of a final judgment allocated to the conduct of MasterCard.

Reference pages 96-99

within the proxy statement-prospectus.

28

Retrospective Responsibility Plan:

US Member Considerations

•

US

members

will

be

responsible

for

their

“Membership

Proportion,”

a

single calculation that

defines ownership, voting rights and funding

responsibility for retrospective cases

•

Responsibility will be commensurate with its membership proportion

•

Retrospective responsibility plan contemplates the timely

consummation of an IPO

–

Parties shall use all commercially reasonable efforts to conclude an

IPO within 120 days of the restructuring; obligations under the loss sharing

agreement will be suspended if an IPO occurs later than 240 days

after the

restructuring (re-instated upon IPO)

–

Exceptions

for

regulatory

approvals,

events

of

force

majeure,

or

if

financial

institution directors on Visa Inc.’s board unanimously agree to delay offering

–

If an IPO is delayed due to one of these exceptions, retrospective liability 

coverage will be extended

The

shares

of

class

B

common

stock

that

are

retained

by

Visa

USA

members

and

that

are

not

redeemed

out

of

the proceeds of the initial public offering will be subject to dilution to the extent of the initial amount of the escrow

account. This dilution of the shares of class B common stock will be accomplished through an adjustment to the

conversion ratio of the shares of class B common stock. These shares will not be able to be converted into shares

of class A common stock or, subject to limited exceptions, transferred until the later of the third anniversary of our

initial public offering or the final resolution of the covered litigation. The shares of class C common stock held by

members other than the Visa USA members will not be subject to this dilutive adjustment.

After

the

completion

of

our

proposed

initial

public

offering

and

at

the

request

of

the

litigation

committee,

we

expect

to conduct follow-on offerings of our shares of class A common stock, which we refer to as loss shares, if the

litigation committee deems it desirable to increase the escrow account. The proceeds from the sale of loss shares

would then be deposited in the escrow account and the shares of class B common stock would be subject to

additional dilution to the extent of the loss shares through a concurrent adjustment to the conversion ratio of the

class B shares.

Any

amounts

remaining

in

the

escrow

account

on

the

date

on

which

all

of

the

covered

litigation

has

been

resolved

will be released back to us, and the conversion ratio of the shares of class B common stock then outstanding will

be

adjusted

in

the

holders’

favor

through

a

formula

based

on

the

released

escrow

amount

and

the

market

price

of

our stock.

To the extent that the amount of the initial escrow and any additional sale of loss shares is insufficient to fully

resolve the covered litigation and reimburse judgment sharing and loss sharing payments by Visa USA’s

members, we will use commercially reasonable efforts to enforce the indemnification obligations of Visa USA’s

members for such excess amount, including but not limited to enforcing indemnification obligations pursuant to the

loss

sharing

agreement,

Visa

USA’s

certificate

of

incorporation

and

bylaws

and

in

accordance

with

their

membership agreements.

Reference pages 96-99

within the proxy statement-prospectus.

29

Retrospective Responsibility Plan

(cont.)

Plan arranges for members to be released from indemnity

obligations to Visa International related to covered litigation

•

Apart from US banks’

obligations for covered litigation, upon the

restructuring, US members will be relieved of their indemnification

obligations arising out of Visa’s operation of its payment system for

its members

•

After an IPO, Visa Inc. will be responsible for its rules/practices/

conduct, like any public company

Detailed antitrust/governance review is underway to

minimize risk post-merger; will be implemented before IPO

As I said before, the retrospective responsibility plan put forth in the proxy statement-prospectus provides for a variety

of means to fund any judgment or settlement in a covered litigation.

As outlined in the restructuring agreement, this plan establishes mechanisms by which members of Visa U.S.A. will

bear responsibility for liabilities related to the covered litigation.

Reference pages 96-99 within the proxy statement-prospectus.