VISA INC. — Director's Dealing 2011

Jan 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2011-01-27

Reporting Person: Al-Qadi Hani (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Class A Common Stock	M	2030	—	Acquired	2030	Direct
2011-01-27	Class A Common Stock	F	158	$70.60	Disposed	1872	Direct
2011-01-27	Class A Common Stock	M	1872	—	Disposed	0	Direct
2011-01-27	Class C Common Stock	M	1872	—	Acquired	109950	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-27	Restricted Stock Units	$0	M	2030	Disposed	2020-11-05	Common Stock (2030)	Direct

Footnotes

F1: Shares of class A common stock acquired by the reporting person automatically became class C common stock due to the reporting person's status as an affiliate of a financial institution that beneficially owned shares of Visa Inc. immediately after the closing of Visa Inc.'s 2007 reorganization.

F2: Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value. The vesting of these restricted stock units was accelerated from the original vesting date of 11/05/2011.