VISA 401k PLAN SUMMARY PLAN DESCRIPTION January 1, Table of Contents

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1 PLAN HIGHLIGHTS How the Visa 401k Plan Works Eligibility Requirements Enrolling in the Plan Naming Your Beneficiary CONTRIBUTIONS TO THE PLAN VISA 401k PLAN SUMMARY PLAN DESCRIPTION January 1, 2014 Table of Contents Your Contributions Pre-Tax and Post-Tax Basic Contributions Post-Tax Supplemental Contributions Catch-Up Contributions Company Matching Contributions Limits on Contributions Fairness Testing If You Exceed the Limits Changing Your Contribution Rate Stopping Your Plan Contributions Rollover Contributions and Transfers Military Leave 401K PLAN INVESTMENTS Your Investment Options Directing the Investment of Your Contributions Changing Your Investment Directions Statements PLAN LOANS Amount of Loan Term of Loan Rate of Interest Loan Fees Source of Loan Proceeds Loan Repayments and Investments Security For Repayment of the Loan Spousal Consent How to Apply for a Loan WITHDRAWALS General Withdrawal Rules Qualifying for a Withdrawal of Post-Tax Contributions Post-Tax Withdrawal Suspension Qualifying for a Withdrawal of Pre-Tax Contributions Pre-Tax Withdrawal Suspension Limits on Hardship Withdrawals of Pre-Tax Contributions

2 Contribution Reinstatement How to Apply for a Withdrawal Taxes on Withdrawals WHEN YOU CAN RECEIVE YOUR BENEFIT Ways You Can Receive Your Benefit Choosing a Payment Option Payments if You Die TAXES ON PAYMENTS AND WITHDRAWALS Paying Taxes on Your Benefits Payments Not Subject to Additional Early Distribution Tax Ten-Year Averaging IRA Contributions Seek Advice PLAN ADMINISTRATION ERISA Your Rights and Privileges Under ERISA Prudent Actions by Plan Fiduciaries Enforcing Your Rights Assistance with Your Questions Appealing a Denied Claim for Benefits Agent for Service of Legal Process Assignment of Plan Accounts and Qualified Domestic Relations Orders Pension Benefit Guaranty Corporation (PBGC) Termination Insurance Top-Heavy Status Future of the Plan and Right to Amend or Terminate the Plan Employment Rights Plan Documents Additional Information

3 1 VISA 401k PLAN In this section, you will find information on the following topics: Plan Highlights How the Visa 401k Plan Works Eligibility Requirements Enrolling in the Plan Naming Your Beneficiary Plan Highlights The Visa 401k Plan and the Visa Retirement Plan work together to help employees of Visa prepare for their retirement years. (References to Visa throughout this summary plan description include participating subsidiaries of Visa Inc., such as Visa USA, Inovant and CyberSource.) Visa contributes to your account $2 for every $1 you contribute, up to 3% of your base pay. This summary describes the 401k Plan provisions that apply to participants employed on or after January 1, Visa provides the 401k Plan so you have the opportunity to: Save money on a pre-tax basis for your retirement by directing from 1% up to 50% of your base pay through payroll deduction (up to IRS limits). You also have the option of contributing on an post-tax basis from 1% up to 50% of your base pay, or a combination of pre-tax and post-tax contributions that does not exceed 50% of base pay and IRS limits. However, the maximum percentage (pre-tax, post-tax, or pre-tax and post-tax combined) of base pay that highly compensated employees may contribute is 13%. If you reach the annual IRS pre-tax dollar limit before the end of the calendar year, you may continue to make post-tax supplemental contributions (up to IRS limits and 401k Plan limits). If you will be at least age 50 by the end of the calendar year and eligible to participate in the 401k Plan, you may make additional catch-up contributions on a pre-tax basis to the 401k Plan of up to the IRS limit for catch-up contributions. Gain through Visa s matching contributions $2 for every $1 of the first 3% of base pay you contribute each pay period (disregarding any catch-up contributions). In other words, you get an additional 6% of base pay if you contribute 3% of your base pay to your 401k Plan account. Defer paying income taxes on amounts you and Visa contribute on a pre-tax basis and on any investment growth for as long as this money stays in the 401k Plan. Direct your contributions among diversified investment funds. Change your contribution rate at any time. Borrow up to the lesser of 50% of your account balance or $50,000 while you re an active employee. How the Visa 401k Plan Works Visa offers the 401k Plan as a convenient and systematic way to build retirement income through savings while deferring taxes and receiving Company matching contributions. You have the opportunity to direct the investment of all of your contributions yours and Visa s into professionally managed funds.

4 2 Eligibility Requirements You are eligible to participate in the Visa 401k Plan if you are a common law employee of Visa. However, you are not eligible to participate in the Visa 401k Plan while you are: a leased employee classified as an intern or as a project employee hired for a limited term for a specific project an employee of Visa USA Inc. whose compensation is paid under a separate payroll of the Visa Merchant Assistance Center not paid on the United States payroll regardless of whether you should be on that payroll as a common law employee under applicable law a foreign national participating in another retirement plan (other than the Visa Retirement Plan) to which Visa is making contributions directly or indirectly on your behalf Enrolling in the Plan You will be automatically enrolled in the 401k Plan effective as of the first day of the payroll period coinciding with or following the date you satisfy the eligibility requirements. As a default, Visa will deduct 3% of your base pay (up to the IRS pay cap - $260,000 for 2014) on a pre-tax basis. In addition, your post-tax supplemental rate will default to 3%. If you reach the pre-tax limit ($17,500 for 2014 plus any catch-up contributions) during the calendar year, you may continue to make contributions to the 401k Plan on an post-tax basis. The supplemental post-tax feature allows you to continue to receive the Visa match once your pre-tax contributions to the 401k Plan reach the IRS annual pre-tax contribution limit. You may change the default elections by contacting Fidelity at (800) or logging onto The 401k Plan enrollment process involves specifying your desired employee contribution rates and directing the investment of your and Visa s matching Plan contributions. If you do not want to make contributions under the 401k Plan, you need to log onto or call Fidelity to change your employee contribution rate to 0%. Any 401k Plan contributions made before a revocation of participation may not be refunded, but will be maintained in accordance with the 401k Plan terms. You may also change your 401k Plan contribution election as a percentage of base pay at any time by contacting Fidelity at (800) or logging onto Any election to change your contribution rate will take effect at the beginning of the next pay period (or the pay period following such period, depending on when during the pay period you submit your change election to Fidelity). If you do not direct the investment of the contributions made on your behalf to the 401k Plan, they will automatically be invested in the 401k Plan s default investment fund (for contributions made after June 23, 2014, the Vanguard Target Retirement Fund Investor Shares that corresponds to your birthdate, and for contributions made before June 23, 2014, the Fidelity Balanced Fund). Naming Your Beneficiary You should name a beneficiary to receive your account balance in case you die. If you re married, your spouse is automatically considered your beneficiary. To name someone other than your spouse as your beneficiary, your spouse must generally consent in writing, witnessed by a notary public. You may change your beneficiary designation at any time by filing a new Beneficiary Designation form with the Visa Pension Administrator in Human Resources. If you don t have a valid beneficiary

5 3 designation on file when you die or if your designated beneficiary does not survive you your account will be distributed in the following order: Spouse Children in equal shares Your estate

6 4 CONTRIBUTIONS TO THE PLAN In this section, you will find information on the following topics: Your Contributions Pre-Tax and Post-Tax Basic Contributions Post-Tax Supplemental Contributions Catch-Up Contributions Company Matching Contributions Limits on Contributions Fairness Testing If You Exceed the Limits Changing Your Contribution Rate Stopping Your Plan Contributions Rollover Contributions and Transfers Military Leave To encourage you to participate in the 401k Plan, Visa provides matching contributions on a portion of the contributions you make to the 401k Plan. Your Contributions You may set aside between 1% to 50% of your base pay each pay period in whole percentages on a pretax basis, post-tax basis, or a combination of both. If you are a highly compensated employee, you may set aside up to 13% of your base pay. You are considered a highly compensated employee if during the preceding year your gross income (generally, your W-2 pay, plus your pre-tax contributions to Company sponsored benefit plans) puts you in the top- paid 20% of employees. Base pay includes your regular, basic earnings before reduction for amounts you elect to contribute to Visa employee benefit plans. Base pay does not include bonuses, overtime, disability pay, a payout of a paid time off (PTO) balance after termination of employment, severance pay, contributions to a deferred compensation plan, distributions from a deferred compensation plan, amounts paid upon the exercise of a nonstatutory stock option, or when restricted stock either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, and amounts realized from the sale, exchange or other disposition of stock acquired under a statutory stock option. You are always 100% vested in amounts attributable to your own 401k Plan contributions. Visa provides a match each pay period based on the amount that you contribute as your matched contributions (See Company Matching Contributions, below). There is no Company match on contributions you make in excess of 3% of your base pay. Pre-Tax and Post-Tax Basic Contributions You may elect to have the amount you choose to contribute deducted from your paychecks throughout the year before income taxes are calculated. This reduces your taxable income for federal income tax purposes. Depending on where you live, your state and local income taxes may also be reduced. Social Security taxes will still be withheld on the full amount of your pay, up to applicable limits. In other words, your pre-tax contributions will not reduce your Social Security taxes or benefits. You also have the option of contributing on an post-tax basis. Post-tax contributions are made from base pay on which you have already paid taxes. Your post-tax contributions are not taxed again on withdrawal or distribution from the Plan; however, earnings on your post-tax contributions are taxed on withdrawal or distribution from the Plan.

7 5 You may also make a combination of pre-tax and post-tax contributions. The sum of your pre-tax and post-tax contributions may not exceed 50% (13% for highly compensated employees) of your base pay. Regardless of the type of contributions you make, the earnings on the amount you contribute to the Plan will not be taxed until the earnings are withdrawn or distributed. Post-Tax Supplemental Contributions If you reach the annual IRS pre-tax contribution limit ($17,500 for 2014) before the end of the calendar year, you may continue to make contributions to the 401k Plan on an post-tax basis, up to 50% (13% for highly compensated employees) of your base pay. These post-tax contributions will be made according to the post-tax supplemental contribution rate you have elected, which applies once you reach the pre-tax contribution limit. The post-tax supplemental rate will default to 3% for newly hired employees. The first 3% of your post-tax supplemental contribution rate is also subject to the Visa employer matching contribution. Your post-tax supplemental election goes into effect after your reach the IRS annual pre-tax limit. Beginning with the next calendar year, your 401k Plan contributions will automatically revert to the pre-tax and/or post-tax basic contribution rate(s) you had elected before you reached the limit. Catch-Up Contributions Participants who are at least age 50 by the end of the calendar year can elect to make additional pre-tax contributions (called catch-up contributions) to the 401k Plan during the year. The catch-up contributions can be made in addition to your regular pre-tax contributions. However, the catch-up contributions will not be matched by Visa. The additional contributions are called catch-up contributions because they enable employees who could not take advantage of 401(k) savings programs at the beginning of their careers an opportunity to increase their savings as they approach retirement age. If you qualify, you may elect to make additional catch-up contributions of up to the maximum amount of catch-up contributions permitted ($5,500 in 2014). This amount is increased periodically for changes in the cost of living. Catch-up contributions can be made in addition to your regular employee pre-tax contributions. Under certain circumstances if other applicable limits are exceeded, pre-tax contributions may be recharacterized as catch-up contributions. You may elect to make catch-up contributions at any time by logging into or calling Fidelity at (800) You also may make changes to your rate of catch-up contributions to the 401k Plan, or stop your contributions to the 401k Plan at any time by calling Fidelity. Company Matching Contributions In order to receive a Company matching contribution, you must contribute to the 401k Plan. Visa will contribute $2 for every $1 you contribute whether pre-tax or post-tax up to 3% of your base pay. In other words, if you contribute 3% of your base pay, Visa contributes an additional 6%. You are 100% vested in your Company matching contributions account. Limits on Contributions Your pre-tax contributions are subject to the annual IRS dollar limits (2014-$17,500). Catch-up contributions are not included in this limit. In the event you reach this limit on pre-tax contributions in a calendar year, your pre-tax contributions will be suspended, although you may continue to make catch-up contributions up to the maximum amount

8 6 permitted. In order to continue to receive the Visa match, you may also continue to make contributions into the 401k Plan on a post-tax basis (please see Post-Tax Supplemental Contributions section). These post-tax contributions will be withheld from your pay and deposited into the 401k Plan at the post-tax contribution rate you have elected to apply once the pre-tax contribution limit is reached, or at the default 3% rate if not otherwise elected. Under Section 415 of the tax code, all of your contributions during a calendar year to the 401k Plan as well as the Company matching contributions on your behalf may not exceed the lesser of $52,000 (for 2014) or 100% of your gross earnings (generally, your W-2 pay plus your pre-tax contributions to Visa sponsored benefit plans). Again, catch-up contributions are not included in calculating this amount. The amount of base pay that can be recognized in determining your 401k Plan contributions is also limited by federal tax law. The limit on base pay recognized for contribution purposes under the 401k Plan is measured on a calendar plan year. For 2014, the annual base pay limit is $260,000. This limit is also subject to periodic cost-of-living adjustments. Fairness Testing The tax code requires that certain tax-favored plans pass a yearly test ensuring that they do not discriminate in favor of highly compensated employees. For the 401k Plan to pass the test, it may be necessary to reduce the contributions of certain highly compensated employees. You will be notified if you are affected by this limit. If You Exceed the Limits If your contributions and Visa s matching contributions exceed legal limits, then your matched and unmatched contributions, catch-up contributions, Visa s contributions, and any related investment earnings may be returned to you. You will be notified as soon as possible if you are affected by these limits. If you contributed to another employer s 401(k) plan, be sure to notify Human Resources so you don t exceed the calendar year contribution limit on pre-tax contributions. Changing Your Contribution Rate You can increase or decrease your contribution rate at any time at or by calling a Fidelity representative at (800) Any election to change your contribution rate will take effect at the beginning of the next pay period (or the pay period following such period, depending on when during the pay period you submit your change election to Fidelity). Stopping Your Plan Contributions You can stop suspend your contributions to the 401k Plan at any time by logging onto or by calling a Fidelity representative at (800) If you wish to resume participation, simply log onto or call a Fidelity representative at (800) The change will be effective generally within one to two payroll periods following your request to Fidelity. Even when you stop contributing to the 401k Plan, the money in your account continues to be credited with gains or losses depending on the investment experience of your chosen investment funds. Rollover Contributions and Transfers The 401k Plan accepts certain qualified rollover contributions and transfers. A rollover contribution or transfer is a distribution from another employer s retirement plan or rollover IRA that is transferred directly or within 60 days of your receipt into the 401k Plan. When you leave Visa, you may also be able

9 7 to make a rollover contribution or transfer of the amounts that you accumulated under the 401k Plan to an IRA or another employer s retirement plan that accepts rollover contributions. The 401k Plan accepts rollover contributions and transfers at any time, and holds them in a separate account. To make a rollover or transfer, please log onto or contact Fidelity at (800) for the Rollover Information Kit. Direct Rollover Transfer To make a direct rollover transfer into the 401k Plan, you need to complete the Visa 401k Plan Rollover Contribution Form available on Visa InSite and provide certain information regarding your direct rollover. Send the completed form, the required information and a check payable to Fidelity Investments for processing. You pay no current taxes on the amount of your direct rollover transfer. Indirect Rollover Contribution If you want to roll over a distribution of funds you ve received from another employer s tax- qualified plan, a 403(b) tax-sheltered annuity, or an IRA, log onto or contact Fidelity at (800) right away. The IRS generally requires that indirect rollover contributions be completed within 60 days of receiving your distribution check. You may not make an indirect rollover contribution of post-tax contributions. The following special rules apply when you receive the distribution: 1. Your former employer will withhold 20% of your taxable distribution to be applied against your federal income taxes for the year in which you receive the distribution. Even though you are not actually receiving this 20%, it is still considered taxable income, as is the 80% that you receive. To delay paying income taxes, you ll have to come up with an additional 20% and deposit it along with the 80% you received into the 401k Plan. If you roll over only the 80% that you received as a distribution, you ll delay payment of income taxes on that portion, but will still be responsible for payment of income taxes on the 20% that is withheld. Remember, you generally pay ordinary income tax on any portion of your taxable distribution that you do not roll over within 60 days of receiving the distribution check. This includes the 20% that is withheld. You do not pay ordinary income tax on any portion of your distribution constituting post-tax contributions but these amounts may not be rolled over. 2. If you re under age 59-1/2 or age 55, if you separated from service you may have to pay an additional 10% penalty tax on amounts you do not roll over within 60 days of receipt such as the 20% withheld by your former employer. For example, if you re age 45 and are unable to come up with an additional 20% to roll over into the 401k Plan, you not only may have to pay income tax on the 20% that is being withheld, but you will have to pay an additional 10% penalty on this 20%. Because the tax rules are complex and change frequently, you should consult a tax advisor for details. For information on processing your rollover, go to the Form Directory on Visa InSite for the Rollover Contribution Form or log onto You may also contact Fidelity at (800) for additional assistance. Military Leave If you are on a voluntary or involuntary leave of absence (generally for a period of up to 5 years) for the purpose of serving in any of the United States uniformed services, including the Coast Guard, for active duty, emergency call up, active duty for training, initial active duty for training, inactive duty training, full

10 8 time National Guard duty or an absence to determine fitness for duty, federal law gives you certain additional rights. To qualify for these rights, you must generally give Visa advance notice of your leave and you must report back to work within certain periods, depending on the length of your military leave. If you satisfy these requirements, you may timely make-up employee contributions to the 401k Plan that you missed as a result of military leave, and Visa will make-up the related matching contributions. Participant loan repayments will also be suspended while you are away on leave. While you are absent, you may also continue to make contributions to the 401k Plan from base pay or differential pay that you receive from Visa pursuant to its leave of absence policy. Related matching contributions to the 401k Plan will also continue until you return to employment or you no longer receive base pay or differential pay from Visa, if earlier. If you are on a military leave for more than 30 days, you may elect to withdraw all or a portion of your pretax and post-tax contribution account balances from the 401k Plan. If you make such a withdrawal, you won t be allowed to make any pre-tax or post-tax contributions for 6 months. Please contact Fidelity at (800) or log onto to make a withdrawal of your pre-tax and/or post-tax contribution account balances from the Plan. If you have any questions regarding military leave, please contact the Visa Benefits Department.

11 9 401K PLAN INVESTMENTS In this section, you will find information on the following topics: Your Investment Options Directing the Investment of Your Contributions Changing Your Investment Directions Statements Before choosing your investments, you may want to consider two key factors your financial needs and your comfort with investment risk. Generally, the younger you are, the more risk you may be able to afford. A 21-year-old has more time to build a retirement fund than someone who just turned 50. Higher risk investments may offer potentially higher returns, especially over the long term. Investments with a history of greater stability tend to bring a lower return. Before making your investment decisions, you may want to consult with your financial advisor. All the responsibility for your investment decisions lies with you. So, before you invest, think carefully about your goals and your strategy. Above all, think of these options as a long-term investment for your future. Your Investment Options The 401k Plan offers several investment funds with different investment objectives and levels of risk for you to choose among when directing the investment of the contributions to the 401k Plan on your behalf. Such contributions may also be invested in a self-directed brokerage account at Fidelity. From time to time, investment fund options may be added, dropped, or changed. Human Resources will notify you of any investment option changes. You may log onto Fidelity s website at for more information about the 401k Plan s current investment fund options and the Fidelity BrokerageLink option. Visa does not provide investment advice or guarantee the performance of any of the investment options. You may experience investment gains, or lose money within any of the options. You may wish to have your personal investment advisor help you select the investment options that will work best with your financial situation. You can direct your contributions and Visa s matching contributions into one or a combination of these options in increments of 1% of the contributions made on your behalf to the 401k Plan. Because each fund has varying degrees of financial risk, be sure to carefully read the prospectus for each fund before directing the investment of your contributions. When you invest in any of the funds, you share in both profits and losses in proportion to your interest in the funds. Profits include dividends, capital gains, and interest. There can be gain or loss in the value of your interest, depending on current market value. Remember, these gains and losses only exist on paper until you sell your investment. Short-term fluctuations in the value of your investments should not drastically alter your investment strategy. Directing the Investment of Your Contributions When you actively enroll in the 401k Plan, you direct how your contributions and Visa s matching contributions are invested. In the event you do not actively enroll in the 401k Plan, your contributions under the default election will automatically be invested in the 401k Plan s default investment fund (for contributions made after June 23, 2014, the Vanguard Target Retirement Fund - Investor Shares that corresponds to your birthdate, and for contributions made before June 23, 2014, the Fidelity Balanced Fund).

12 10 If you have a rollover, it will be invested according to your investment directions. You can invest all your contributions in one investment option or divide them up in whole percentages among the options as long as your total percentage equals 100%. The investment options and percentages you choose apply to your own as well as Visa s matching contributions. You cannot choose separate investment directions for each of these types of contributions. Because you can direct the investment of your contributions among a broad range of investment choices, the 401k Plan is intended to comply with Section 404(c) of the Employee Retirement Income Security Act of 1974 (ERISA) as well as Title 29 of the Code of Federal Regulations, Section c-1. Accordingly, 401k Plan fiduciaries are not liable for any losses you may have as the result of your investment directions. Changing Your Investment Directions Call Fidelity: (800) or online at You can change your investment directions for: Your current fund investments Your own future contributions and Visa s matching contributions Rollover amounts You can make a change at any time, as often as you like, by contacting Fidelity at (800) or by logging onto All changes must be made in whole percentages and must total 100%. Changes are effective by the close of market following the market day Fidelity receives notification of the change. Statements If you do not elect your delivery preference for quarterly statements and other online notices, your Visa 401k Plan statements will be provided online via Fidelity NetBenefits. You will also receive a paper statement annually. If you have elected to receive paper quarterly statements, these will be mailed to you each quarter. To select a preferred statement delivery method, log on to Fidelity NetBenefits at click Mail Preferences in the Your Profile tab.

13 11 PLAN LOANS In this section, you will find information on the following topics: Amount of Loan Term of Loan Rate of Interest Loan Fees Source of Loan Proceeds Loan Repayments and Investments Security For Repayment of the Loan Spousal Consent How to Apply for a Loan The purpose of the 401k Plan is to help you save for your retirement. However, when you have short-term needs for the money you saved, the 401k Plan offers loans as well as withdrawals. The 401k Plan s loan feature gives you access to the money contributed on your behalf. You don t have to pay income tax or tax penalties on amounts you borrow; however, you must repay 401k Plan loans. You may borrow from your account once per calendar year while you are an employee of Visa or any affiliated employer. You may have only two outstanding loans at any given time. Amount of Loan The minimum amount you can borrow is $1,000. The maximum amount you can borrow is the lesser of: $50,000 reduced by your highest outstanding loan balance during the 12 months before your current loan is issued. Or 50% of your 401k Plan account balance, reduced by your outstanding loan balance as of the date your current loan is issued. Term of Loan The term of your loan may not exceed 5 years, except in the case of a loan that will be used to acquire your principal residence, in which case the term may be up to 30 years. If you are applying for a loan with a term in excess of 5 years, you will be asked to certify that the proceeds of the loan will be used solely to acquire a dwelling unit which (within a reasonable time after the date of the loan) will be used as your principal residence. All loans are due and payable in full within 30 days following the date you cease to be a Visa employee, unless you transfer to one of certain related companies or leave Visa under a redeployment or incentive retirement plan which provides otherwise. In the event your 401k Plan loan balance is not repaid in full within 30 days from your date of termination, any outstanding loan amount may be treated as a taxable distribution. Rate of Interest The fixed rate of annual interest over the term of the loan will be one percent over the prime rate as issued by the Federal Reserve. The prime rate is the rate as posted to the Federal Reserve website at the close of business on the last business day of the month immediately preceding the loan. If a change to the prime rate is announced on the last business day of the month, it will be posted to the Federal

14 12 Reserve website the following day and will be used to determine interest rates for Plan loans during the second calendar month following the month in which the change was announced (provided that there are no other prime rate changes in the interim). Loan Fees The following loan fees will be deducted from your 401k Plan account with respect to each of your 401k Plan loans: Source of Loan Proceeds Loan initiation fee: $35 Annual maintenance charge: $15 Loan proceeds will be distributed from the 401k Plan s investment funds in proportion to your account s investments unless you indicate in the Loan Agreement that the loan distribution is to be charged to a particular fund or combination of funds in a specified dollar amount. Loan Repayments and Investments Your loan must be repaid in substantially equal payments of principal and interest through payroll deductions. If you go on an unpaid leave of absence or if you are on a paid leave of absence, but your salary is not sufficient to make loan repayments, you may be able to suspend your repayments during the leave of absence. Please contact Fidelity if you go on a leave of absence and have an outstanding 401k Plan loan. In order to obtain your loan, you will be required to irrevocably authorize such payroll deductions. Loan repayments will be credited to the investment funds in your 401k Plan account that you have chosen for your contributions in your most recent investment election. You may prepay your loan partially or fully at any time without penalty. If you make a partial loan prepayment, your loan repayments will not be reamortized. Instead, your loan repayments will remain the same, but the term of your loan will be reduced so that you will pay off the loan sooner. If you have an outstanding loan while you on an approved unpaid leave of absence, you may continue to make payment by sending the loan repayments directly to Fidelity for processing. Please contact Fidelity at or (800) for more details. If you have an outstanding loan when you take a military leave, you may temporarily suspend loan payments. However, the loan repayment period, begun before your leave and continued afterward, will not be extended beyond the 60-month maximum period. Security For Repayment of the Loan Repayment of your loan will be secured by a lien against 50% of your account balance at the time of the loan. Spousal Consent If you are married, your spouse must consent to the loan of any 401k Plan proceeds in the presence of a notary public or 401k Plan representative. Such consent is to be provided in the completed Loan Agreement.

15 13 How to Apply for a Loan You may apply for a loan online at or call Fidelity at (800) You can also contact Fidelity to find out how much money you have available for a loan and to model the effect of different loan repayment schedules.

16 14 WITHDRAWALS In this section, you will find information on the following topics: General Withdrawal Rules Qualifying for a Withdrawal of Post-Tax Contributions Post-Tax Withdrawal Suspension Qualifying for a Withdrawal of Pre-Tax Contributions Pre-Tax Withdrawal Suspension Limits on Hardship Withdrawals of Pre-Tax Contributions Contribution Reinstatement How to Apply for a Withdrawal Taxes on Withdrawals You may file a written request for a withdrawal from your 401k Plan accounts. Requests should be made to Fidelity at or (800) General Withdrawal Rules The following rules apply to all withdrawals: You may not make more than one withdrawal in a calendar year. (This rule does not apply to withdrawals due to financial hardship.) The total amount of your withdrawals may not exceed the total value of your contributions. Additional rules apply specifically to withdrawals of post-tax and pre-tax contributions. Qualifying for a Withdrawal of Post-Tax Contributions You don t need to have a financial hardship in order to withdraw the value of your post-tax contributions. Withdrawal requests should be made to Fidelity at or (800) Only the amount of earnings on the post-tax contributions considered withdrawn will be taxable. Post-Tax Withdrawal Suspension After you withdraw any post-tax contributions, you won t be allowed to make any post-tax or pre-tax contributions for 6 months. After the 6 month period, you may elect to resume making post-tax or pre-tax contributions to the 401k Plan by contacting Fidelity at (800) or logging onto Qualifying for a Withdrawal of Pre-Tax Contributions Withdrawals of pre-tax contributions are strictly limited by law. You must have a serious and immediate heavy financial hardship that either you cannot meet with any other reasonably available resources (including 401k Plan loans and post-tax contributions withdrawals, if available), or that is for one of the following purposes: Uninsured medical expenses incurred by you, your spouse, your dependents, or your designated beneficiary Expenses of purchasing your primary residence not rental property or a vacation home

17 15 The payment of tuition and related educational fees for the next 12 months of postsecondary education for you, your spouse, your child, your dependents or your designated beneficiary Payment required to prevent eviction from or foreclosure on your principal residence The payment of funeral or burial expenses for your deceased parent, spouse, child, dependent, or your designated beneficiary The payment of expenses to repair damage to your principal residence that would qualify for a casualty loss deduction under Section 165 of the Internal Revenue Code (determined without regard to whether the loss exceeds 10-percent of adjusted gross income) Distributions due to financial hardship must qualify under the IRS guidelines and will be taxed as ordinary income. In addition, these distributions may be subject to a 10% early withdrawal penalty. If you qualify for a financial hardship withdrawal, you may withdraw only the value of your pre tax contributions. You may not withdraw the value of Visa s matching contributions or earnings attributable to either your own or Visa s matching contributions. Withdrawal requests should be made to Fidelity at or (800) Pre-Tax Withdrawal Suspension After you withdraw any pre-tax contributions, you won t be allowed to make any post-tax or pre-tax contributions for 6 months. After the 6 month period, you may elect to resume making post-tax or pre-tax contributions to the 401k Plan. Limits on Hardship Withdrawals of Pre-Tax Contributions The following limits apply to hardship withdrawals: Amount The maximum hardship withdrawal is the lesser of: The amount of your expense plus any amounts necessary to pay federal, state, or local income taxes as well as tax penalties on early withdrawals or The value of the portion of your accounts attributable to your pre-tax contributions minus the income earned by those contributions (determined as of the most recent valuation date) Other Sources You may not make a hardship withdrawal until you have exhausted all other Visa 401k Plan sources, including loans and withdrawals of post-tax amounts. Other Restrictions You may not make a direct or indirect rollover of a hardship withdrawal Contribution Reinstatement To resume making 401k Plan contributions after your suspension period ends, contact Fidelity at or (800) How to Apply for a Withdrawal To apply for a withdrawal, contact Fidelity at or (800)

18 16 Taxes on Withdrawals Before deciding to take a withdrawal, you should consider the effect a withdrawal may have on your personal income tax. A withdrawal from the Visa 401k Plan is permanent. You will not be allowed to return the funds to your account. Withdrawals of amounts attributable to your pre-tax contributions are taxed the same as your regular compensation plus a 10% early distribution tax if you re under age 59-1/2. Current tax regulations may exempt the 10% penalty tax if the hardship withdrawal is for medical expenses that exceed 7.5% of your adjusted gross income for the calendar year or for certain other reasons. Your hardship withdrawal may also be subject to 20% income tax withholding to be credited against your taxes. Additional taxes may be due when you file your taxes. Depending on where you live, state income tax withholding and penalties may also apply. Because the tax rules change frequently, you should consult your tax advisor before taking a taxable withdrawal.

19 17 WHEN YOU CAN RECEIVE YOUR BENEFIT In this section, you will find information on the following topics: Ways You Can Receive Your Benefit Choosing a Payment Option Payments if You Die You may receive the value of your accounts if you: End your employment with Visa or any affiliated employer Remain disabled longer than six months (you re considered disabled if you re considered disabled by the third party administrator of Visa s long term disability plan). If you are diagnosed by a physician in writing as terminally ill, you may elect a distribution before the six month period described above ends. Die while employed You may initiate a distribution of your 401k Plan account balance upon your termination of employment by contacting Fidelity at or (800) If you re under age 70-1/2 when you leave and your account balance exceeds $1,000, you may postpone your distribution. If you do not make this request, your benefit will be paid by April 1st of the calendar your following your attainment of age 70-1/2. Ways You Can Receive Your Benefit If your account balances total $1,000 or less, you will automatically receive one lump- sum payment as soon as practicable after termination of employment. If your account balances total more than $1,000, you can choose to receive your account balances in one of four ways: Lump-sum payment a single payment of all amounts credited to your account. If you are married, you will need your spouse s written consent witnessed by a notary public or 401k Plan representative to elect a lump sum distribution. Direct rollover transfer you may have Visa directly roll over your distribution to another employer s retirement plan or an IRA. If you choose this option, you will avoid a mandatory 20 percent federal income tax withholding, which would otherwise be imposed on a taxable lumpsum distribution paid directly to you. If you are married, you will need your spouse s written consent witnessed by a notary public or 401k Plan representative to elect a lump-sum distribution. Annual installments for a fixed period of years you choose the number of years in the payment period. The payment period cannot exceed your life expectancy. If you are married, you will need your spouse s written consent witnessed by a notary public or 401k Plan representative to elect a lump-sum distribution. If you elected to receive your benefit in installments for a fixed period of years and you die before your installment payments are completed your designated beneficiary will receive your benefits for the duration of the payment period. Indirect rollover contribution you may ask Visa to issue you a check for the value of your accounts, and then roll over your taxable distribution to another employer s retirement plan or an IRA. If you do this, your distribution will be subject to the mandatory 20% federal income tax withholding and possible penalties on any amounts you do not roll over. If you are married, you will need your spouse s written consent witnessed by a notary public or 401k Plan representative to elect a lump sum distribution. Annuity contract either single-life (for you only) or joint-and-survivor (for you and your spouse).

20 18 If you re single, the automatic form of payment is a single-life annuity. This provides monthly payments continuing until your death. If you re married, the automatic form of payment is a 50% joint-and-survivor annuity. This provides monthly payments to you until your death and provides your spouse with monthly payments totaling 50% of your annuity benefit should you die before your spouse. You can choose an optional form of payment provided you have your spouse s written consent witnessed by a notary public or 401k Plan representative. You may choose a form of payment other than the automatic annuity form 90 days before the date the first annuity payment is scheduled to be made. Choosing a Payment Option The option you elect becomes effective on the date payments start. Once payments start, you may not change your payment option or beneficiary. If your beneficiary dies before payments start, your election will be canceled automatically unless it is a single-life annuity option or lump-sum distribution. Visa will send you more information about your payment options when your benefit is payable. Payments if You Die If you re single and you die before payments start, your designated beneficiary may choose a payment option. These distributions must be completed within five years after your death. If you re married and you die before payments start, your spouse will receive your benefits in the form of a single-life annuity unless you elected another payment option and/or beneficiary with your spouse s written consent witnessed by a notary public or 401k Plan representative. In the absence of such an effective election before your death, your surviving spouse may choose one of the other payment options.

21 19 TAXES ON PAYMENTS AND WITHDRAWALS In this section, you will find information on the following topics: Paying Taxes on Your Benefits Payments Not Subject to Additional Early Distribution Tax Ten-Year Averaging IRA Contributions Seek Advice The tax advantages of the 401k Plan are provided by the government to encourage you to build a financial reserve for your retirement. That s why you don t have to pay income tax on your pre-tax contributions and on any investment earnings while that money stays in the 401k Plan. Whenever you receive a payment or a withdrawal from the 401k Plan, you may owe income taxes on the amount. Also, pre-tax amounts you receive before age 59-1/2 (or on account of separating from service before age 55), are in most cases subject to a 10% federal early distribution tax. Because the tax rules change frequently, you should consult your tax advisor before receiving a payment or withdrawal. Paying Taxes on Your Benefits Except for any post-tax contributions, benefits you receive from the Plan are considered taxable income. If you elect to receive a single lump sum payment, IRS rules require Fidelity to automatically withhold federal income taxes on your payment before it is paid to you. State income taxes will also be withheld, if elected or required. Payments Not Subject to Additional Early Distribution Tax The 10% federal early distribution tax generally does not apply in the following situations however, ordinary income tax may apply: You receive a distribution because you leave Visa after age 55. You make a withdrawal after age 59-1/2. You use your withdrawal to pay out-of-pocket medical expenses exceeding 7.5% of your adjusted gross income. You receive an annuity or installment payments over your life expectancy or joint lives. You make a direct rollover of your 401k Plan distribution to an IRA or another employer s retirement plan. You make an indirect rollover of your 401k Plan distribution to an IRA or another qualified employer s retirement plan within 60 days after you receive the distribution check from the 401k Plan. However, if you are unable to come up with the 20% withheld by Visa for income taxes, the 10% penalty may apply. Your account balances are distributed because you become disabled or die. The distribution is made to comply with a qualified domestic relations order (QDRO) (e.g., as the result of a divorce decree).

22 20 Visa cannot give you tax advice. Please consult a tax advisor about the specific tax consequences before receiving your 401k Plan distribution or withdrawal the tax laws are complex and change frequently. Ten-Year Averaging If you were age 50 before January 1, 1986, you may be eligible to elect ten-year, forward averaging based on the 1986 tax rates. Under this tax treatment, you may pay taxes on your total 401k Plan distribution calculated as if received in equal annual installments during a ten- year period. You may use this tax treatment only once. IRA Contributions If you participate in the 401k Plan, in most cases, you can also make contributions to an IRA. However, these contributions are not likely to be deductible. Please see your tax advisor for details. Seek Advice You are urged to talk with your financial advisor or tax attorney about your specific tax consequences before taking your 401k Plan distribution or withdrawal.

23 21 PLAN ADMINISTRATION In this section, you will find information on the following topics: ERISA Your Rights and Privileges Under ERISA Prudent Actions by Plan Fiduciaries Enforcing Your Rights Assistance with Your Questions Appealing a Denied Claim for Benefits Agent for Service of Legal Process Assignment of Plan Accounts and Qualified Domestic Relations Orders Pension Benefit Guaranty Corporation (PBGC) Termination Insurance Top-Heavy Status Future of the Plan and Right to Amend or Terminate the Plan Employment Rights Plan Documents Additional Information ERISA Your Rights and Privileges Under ERISA As a participant in the 401k Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan participants shall be entitled to receive information about their plan and benefits. You are entitled to: Examine, without charge, at the Administrator s office and at other specified locations all documents governing the 401k Plan, including a copy of the latest annual report (Form 5500) filed by the 401k Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. Obtain, upon written request to the Administrator, copies of all documents governing the operation of the 401k Plan, including copies of the latest annual report (Form 5500) and an updated summary plan description. The Administrator may make a reasonable charge for the copies. Receive a summary of the 401k Plan s annual financial report. The Administrator is required by law to furnish each participant with a copy of this summary annual report. Obtain a statement telling you whether you have a right to receive a benefit at normal retirement age and if so, what your benefits would be at normal retirement age if you stop working under the 401k Plan now. If you do not have a right to a benefit, the statement will tell you how many more years you have to work to obtain the right to a benefit. This statement must be requested in writing and is not required to be given more than once every twelve (12) months. The 401k Plan must provide the statement free of charge. Prudent Actions by Plan Fiduciaries In addition to creating rights for 401k Plan participants, ERISA imposes duties on the people who are responsible for the operation of the 401k Plan. The people who operate the 401k Plan, called plan fiduciaries, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA.