8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2009

VISA INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-33977	26-0267673
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 8999 San Francisco, California	94128-8999
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 932-2100

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on June 4, 2003, Visa U.S.A. Inc. (“Visa U.S.A.”), a principal operating subsidiary of Visa Inc., entered into a Settlement Agreement (the “Settlement Agreement”), in the matter In re Visa check/MasterMoney Antitrust Litigation, involving a class action lawsuit challenging certain aspects of the payment card industry under U.S. federal antitrust law. In the Settlement Agreement, Visa U.S.A. agreed to pay approximately $2 billion over a period of ten years, in equal annual installments of $200 million, starting in 2003. On August 31, 2009, Visa U.S.A. entered into an agreement (the “Prepayment Agreement”) with the plaintiffs to modify its remaining payment obligations under the Settlement Agreement. Pursuant to the Prepayment Agreement, which is subject to Court approval, Visa U.S.A. will make a prepayment of its remaining $800 million in payment obligations at a discounted amount of $682 million on the later of September 30, 2009 or the business day after the date upon which the Court enters an order approving the Agreement. The Prepayment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Settlement Agreement was previously filed as Exhibit 10.1 to Visa Inc.’s proxy statement-prospectus on Form S-4, filed on June 22, 2007.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Agreement to Prepay Future Payments at a Discount, dated as of August 31, 2009, by and between Visa U.S.A. Inc. and Co-Lead Counsel, acting collectively as binding representative and agent of the Plaintiffs.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VISA INC.
Date: August 31, 2009
	By:	/s/    Joseph W. Saunders
		Joseph W. Saunders
		Chief Executive Officer and Chairman of the Board of Directors

EXHIBIT INDEX

Exhibit Number	Description
10.1	Agreement to Prepay Future Payments at a Discount, dated as of August 31, 2009, by and between Visa U.S.A Inc. and Co-Lead Counsel, acting collectively as binding representative and agent of the Plaintiffs.

EX-10.1

Exhibit 10.1

AGREEMENT TO PREPAY FUTURE PAYMENTS AT A DISCOUNT

This Agreement to Prepay Future Payments at a Discount (the “Agreement”) is dated as of August 31, 2009, by and between Co-Lead Counsel (as defined below), acting collectively as binding representative and agent of the Plaintiffs and Visa U.S.A. Inc. (“Visa”). Terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement (as defined below).

W I T N E S S E T H

WHEREAS, Constantine Cannon LLP (formerly, Constantine & Partners) and Hagens Berman Sobol Shapiro LLP (formerly, Hagens Berman), together serve as co-lead counsel (“Co-Lead Counsel”) to the Plaintiffs in the In Re Visa Check/MasterMoney Antitrust Litigation, No. 96-CV-5238 (JG/JO), a class action filed in the U.S. District Court for the Eastern District of New York (the “Court”) against Visa; and

WHEREAS, the Plaintiffs and Visa filed with the Court an executed settlement agreement (the “Settlement Agreement”) on June 4, 2003, that the Court approved on December 19, 2003, and that became final on June 1, 2005, after the denial of or expiration of all time for appeals; and

WHEREAS, Visa is obligated under Section 3(a) of the Settlement Agreement to make four additional payments of $200 million each (the “Future Payments”) into the Settlement Fund Account on or before the following dates: December 22, 2009, December 22, 2010, December 22, 2011, and December 22, 2012; and

WHEREAS, in connection with the Settlement Agreement, Co-Lead Counsel established the Visa Qualified Settlement Fund bearing Employer Identification Number 200065396 (the “Visa Qualified Settlement Fund”); and

WHEREAS, Sections 11.16 and 11.17 of the Amended Plan of Allocation submitted to the Court by Co-Lead Counsel on August 16, 2005, provides that Visa may request that Plaintiffs work with Visa to establish a mutually agreeable discount rate to apply to any prepayment(s) in the event that Visa desires to make one or more payments on an accelerated basis; and

WHEREAS, Visa and Co-Lead Counsel now desire to enter into this Agreement to evidence their mutual agreement and to specify the terms with respect to the prepayment by Visa of the Future Payments at a discount.

NOW THEREFORE, the parties hereto agree as follows:

Section 1. Payment. The parties hereby agree that Visa shall make a payment of $682,000,000 (the “Payment”), on the later of September 30, 2009 or the business day after the date upon which the Court enters an order approving this Agreement and Co-Lead Counsel’s authority to enter into it (the “Payment Date”), into the existing Visa Qualified Settlement Fund account established pursuant to and in compliance with the terms of the Settlement Agreement, which are incorporated herein. The Payment shall be in full satisfaction of all of Visa’s remaining payment obligations to the Plaintiffs under the Settlement Agreement upon Final Approval as defined in Section 4 below.

Section 2. Future Payments. Except as provided in Section 4, upon making the Payment, Visa shall no longer be obligated to make the Future Payments.

Section 3. Event of Default. Failure of Visa to make the Payment on the Payment Date, shall constitute an event of default hereunder and shall entitle the Plaintiffs to seek from the Court immediate recovery of the Payment and any and all additional relief they believe appropriate including immediately payable post-judgment interest.

Section 4. Court Approval. Co-Lead Counsel agrees to seek approval of the Court and will use reasonable efforts to secure that approval as promptly as possible. Upon Court approval and the exhaustion of all available appeals from said approval, this Agreement will become final (“Final Approval”). Except as provided below, no disbursement from the Payment will be made unless and until Final Approval has occurred and the Court has approved such disbursement. Visa shall make the Payment on the Payment Date regardless of whether Final Approval of the Agreement occurs on or before the Payment Date. In the event that Final Approval of this Agreement does not occur on or before December 22, 2009, or the subsequent dates for such settlement payments under the Settlement Agreement, then Visa’s December 22, 2009 payment obligation of $200 million pursuant to Section 3(a) of the Settlement Agreement or such subsequent payment(s) under the Settlement Agreement that become due under Section 3(a) of the Settlement Agreement shall be deemed to have been made and the $200 million settlement payment for such year may be withdrawn from the Visa Qualified Settlement Fund by Co-Lead Counsel on or after the date that such settlement payment was to be paid under Section 3(a) of the Settlement Agreement in full satisfaction of Visa’s obligation to make a settlement payment for such year. In the event that Final Approval of this Agreement is not obtained as a result of a rejection of the

Agreement by the Court or, if approved, rejected as a result of an appeal of said Court approval, then and only then, shall this Agreement become null and void and Plaintiffs shall return the Payment with any accrued interest less any reductions that were made to the Payment pursuant to Visa’s payment obligations under Section 3(a) of the Settlement Agreement, and any portion of that sum that Plaintiffs fail to return to Visa shall be deducted from any remaining Visa payment obligations under Section 3(a). Should this Agreement so become null and void, all the terms of the Settlement Agreement shall remain in full force and effect.

Section 5. Choice of Law; Jurisdiction of the Court. All terms of this Agreement shall be governed and interpreted according to the substantive laws of the State of New York without regard to its choice of law or conflict of laws principles. Co-Lead Counsel and Visa agree to hereby irrevocably submit to the exclusive jurisdiction of the Court for any suit, action, proceeding or dispute arising out of or relating to this Agreement.

Section 6. Requisite Authority. Visa represents and warrants that it has the requisite power and authority to enter into this Agreement, and that no additional actions or approvals are required or necessary to evidence such authority.

[Signature page follows]

IN WITNESS WHEREOF, the signatories have read and understood this Agreement, have executed it, represent that the undersigned are authorized to execute this Agreement on behalf of the represented parties, have agreed to be bound by its terms and have entered into this Agreement as of the day and year first above written.

VISA U.S.A. INC.
By:	/s/    Byron Pollitt
Name:	Byron Pollitt
Title:	Chief Financial Officer
CONSTANTINE CANNON LLP,
Co-Lead Counsel, as binding representative and agent of the Plaintiffs
By:	/s/    Robert L. Begleiter
Name:	Robert L. Begleiter
Title:	Partner
HAGENS BERMAN SOBOL SHAPIRO LLP,
Co-Lead Counsel, as binding representative and agent of the Plaintiffs
By:	/s/    George W. Sampson
Name:	George W. Sampson
Title:	Partner