Industry Letter

VISA INC. Stock Offering to Members of Visa U.S.A.

December 17, 2007

To the Credit Union Addressed

Re: VISA INC. stock offering to members of Visa U.S.A.

Visa, Inc. recently announced completion of a restructuring that will result in Visa, Inc. issuing common stock to members of Visa U.S.A., including credit unions. Visa U.S.A. will become a subsidiary of Visa, Inc. as a part of this restructuring and its members will receive stock in Visa, Inc. on the basis of fees a member has generated in the past. Members will not compensate Visa, Inc. for the stock.

As you are aware, Article 11 of the New York Banking Law does not permit credit unions to invest in shares of corporate stock. However, the proposed acquisition and retention of the VISA shares will be effectuated in a manner that is not consistent with the usual “investment” procedures. These shares will be gifted to banking institutions that were members of VISA as of a certain date and the shares will be delivered to these institutions without any requirement that they take any further action. No consideration in lieu of the shares is available.

It is the position of the Banking Department that New York chartered credit unions may accept and retain any VISA shares that are issued to them solely by virtue of their prior membership in VISA. The Department does not view the proposed transaction as an investment but rather as a transaction emanating under the broad authority of credit unions to make loans to their members under Section 454(6) of the Banking Law. This determination is based, in part, on the fact that the issuance of VISA shares to members is directly connected to the members’ previous volume of lending under the VISA offerings.

Very truly yours,


Robert A. Mengani
Deputy Superintendent of Banks
Community and Regional Banks Division