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: SAUNDERS JOSEPH W (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-05	Class A Common Stock	M	38415	—	Acquired	131944	Direct
2010-11-05	Class A Common Stock	F	19830	$79.80	Disposed	112114	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-05	Performance Shares Award	$0	M	31542	Disposed		Common Stock (31542)	Direct
2010-11-05	Restricted Stock Units	$0	M	6873	Disposed	2020-11-05	Common Stock (6873)	Direct
2010-11-05	Performance Shares Award	$0	A	41369	Acquired		Common Stock (41369)	Direct
2010-11-05	Employee Stock Options	$79.80	A	67565	Acquired	2020-11-05	Common Stock (67565)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6001	Indirect
Class A Common Stock	375	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 units granted pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan. The restricted stock units 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 specified in the award agreement.

F3: Since the date of the reporting person's last ownership report, 16,401 shares which were previously held directly were transferred to the Joseph W. and Sharon P. Saunders Trust, of which Mr. Saunders and his wife are the sole trustees and beneficiaries and 30,000 shares were transferred to the Saunders Family Charitable Fund, a 501(c)(3) entity.

F4: 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.