VISA INC. — Director's Dealing 2010

Nov 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2010-11-05

Reporting Person: POLLITT BYRON H JR (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-05	Class A Common Stock	M	13280	—	Acquired	31558	Direct
2010-11-05	Class A Common Stock	F	7648	$79.80	Disposed	23910	Direct
2010-11-05	Class A Common Stock	A	8772	—	Acquired	32682	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-05	Performance Shares Award	$0	M	13280	Disposed		Common Stock (13280)	Direct
2010-11-05	Employee Stock Options	$79.80	A	28653	Acquired	2020-11-05	Common Stock (28653)	Direct
2010-11-05	Performance Shares	$0	A	17544	Acquired		Common Stock (17544)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	14426	Indirect

Footnotes

F1: Represents performance share awards granted and earned pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan. The performance shares award earned vests in two equal installments on each of the first two anniversaries of the date earned, subject to earlier vesting in full in limited circumstances specified in the award agreement.

F2: Represents restricted stock granted pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan. The restricted stock vests in three equal installments on each of the first three anniversaries of the date of the grant, subject to earlier vesting in full in limited circumstances specified in the award agreement.

F3: Options vest in three equal installments on each of the first three anniversaries of the date of the grant, subject to earlier vesting in full in limited circumstances as specified in the award agreement.