VISA INC. — Director's Dealing 2012

May 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2012-05-18

Reporting Person: SAUNDERS JOSEPH W (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-18	Class A Common Stock	M	264958	—	Acquired	264958	Direct
2012-05-18	Class A Common Stock	S	264958	$113.81	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-18	Employee Stock Option (Right to Buy)	$44.00	M	264958	Disposed	2018-03-18	Common Stock (264958)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	375	Indirect
Class A Common Stock	115952	Indirect

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 4, 2012.

F2: The price reported in column 4 is a weighted average price. These shares were disposed of in multiple transactions at prices ranging from $112.51 - $115.25, inclusive. The reporting person undertakes to provide to Visa Inc., any security holder of Visa Inc., or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares disposed of at each separate price within the ranges set forth in this Form 4.

F3: Since the date of the reporting person's last ownership report, 74,711 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.

F4: This option was granted on March 18, 2008 and vested in three installments over a three-year period after the date of grant.