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: RICHEY ELLEN (Chief Enterprise Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-05	Class A Common Stock	M	6640	—	Acquired	32181	Direct
2010-11-05	Class A Common Stock	F	3825	$79.80	Disposed	28356	Direct
2010-11-05	Class A Common Stock	A	4386	—	Acquired	32742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-05	Performance Shares Award	$0	M	6640	Disposed		Common Stock (6640)	Direct
2010-11-05	Performance Share Awards	$0	A	8772	Acquired		Common Stock (8772)	Direct
2010-11-05	Employee Stock Options	$79.80	A	14327	Acquired	2020-11-05	Common Stock (14327)	Direct

Footnotes

F1: Represents performance share awards granted pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan. The performance shares award vest in two equal installments on each of the first two anniversaries of the date of the grant, 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.