0001193125-11-027494 Sample Contracts

Schedule With Respect to Interchange Judgment Sharing Agreement
Interchange Judgment Sharing Agreement • February 8th, 2011 • Visa Inc. • Services-business services, nec

The Interchange Judgment Sharing Agreement (the “Original JSA”), dated as of July 1, 2007, among Visa U.S.A. Inc., Visa International Service Association and various financial institutions was substantially identical in all material respects to the Form of the Judgment Sharing Agreement filed as Exhibit 10.12 to Amendment No. 1 to the Company’s July 2007 registration statement on Form S-4. The Original LSA was amended and restated in the Amended and Restated Interchange Judgment Sharing Agreement dated as of December 16, 2008 (as amended and restated, the “Interchange Judgment Sharing Agreement”), to give effect to the Company’s ability to deposit Loss Funds into the Escrow Account as provided for in the Company’s Fifth Amended and Restated Certificate of Incorporation and as described in the Company’s Proxy Statement, dated November 14, 2008. On February 7, 2011, Visa Inc. (the “Company”) entered into a Consent to Amendment of Interchange Judgment Sharing Agreement (the “JSA Amendment

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Schedule With Respect to Loss Sharing Agreement
Loss Sharing Agreement • February 8th, 2011 • Visa Inc. • Services-business services, nec

The Loss Sharing Agreement (the “Original LSA”), dated as of July 1, 2007, among Visa U.S.A. Inc., Visa International Service Association, Visa Inc. (the “Company”), and various financial institutions was substantially identical in all material respects to the Form of the Loss Sharing Agreement filed as Exhibit 10.12 to Amendment No. 1 to the Company’s July 2007 registration statement on Form S-4. The Original LSA was amended and restated in the Amended and Restated Loss Sharing Agreement dated as of December 16, 2008 (as amended and restated, the “Loss Sharing Agreement”), to give effect to the Company’s ability to deposit Loss Funds into the Escrow Account as provided for in the Company’s Fifth Amended and Restated Certificate of Incorporation and as described in the Company’s Proxy Statement, dated November 14, 2008, and to remove provisions that were no longer applicable as a result of the Company’s successful initial public offering. On February 7, 2011, the Company entered into t

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