Visa Announces Global Restructuring

Visa Announces Global Restructuring

October 11, 2006

    SAN FRANCISCO, Oct. 11 /Xinhua-PRNewswire/ -- Visa
announced today that it intends to restructure its
organization in order to create a new public global
corporation called Visa Inc.  As a part of this
restructuring, Visa Europe will remain a membership
association, owned and governed by its European member
banks, and become a licensee of Visa Inc.  Visa expects the
proposed restructuring will best position the company to
meet the evolving needs of its customers and will
accelerate its growth by improving organizational
efficiency, addressing certain legal claims that exist in
some markets, and increasing access to capital.

    "This is a great time in Visa's history to make
this transition -- we continue to be a leader in the
payments industry, our growth and emerging market
strategies are succeeding, and the growth potential in the
global payments industry is tremendous," said William
I. Campbell, chairman of the Visa International Board of
Directors.  "We expect that the new structure will
accelerate Visa's growth and position us to better serve
our financial institutions and merchants."

    Under the proposed restructuring, Visa Inc. will be
created through a series of mergers involving Visa Canada,
Visa USA and Visa International, which includes the
operating regions of Asia Pacific; Latin America and the
Caribbean; and Central and Eastern Europe, Middle East and
Africa.  The reorganization will result in a new stock
corporation owned by Visa members. After the mergers are
complete, the global corporation intends to begin the IPO
process and list its shares on a major stock exchange.  It
is expected that a majority of the shares in the
reorganized company will be sold to the public.  

    The boards of directors of Visa's six regions and Visa
International unanimously approved the recommendation for
the restructuring.  The restructuring is subject to
approval by Visa members and regulatory authorities.

    Within the new model, Visa Europe will retain its
member-owned association structure, with continued
ownership by its 4,500 European member banks, and will
operate as a licensee of Visa Inc.  This structure will
enable Visa Europe to focus on the significant
opportunities arising from the formation of an internal
market for payments in Europe through the Single Euro
Payments Area (SEPA).  Visa Europe will be a minority
stockholder in the global company, and Visa Inc. will have
a minority investment interest in Visa Europe.

    "Visa recognises that the unique features of the
European market require a tailored approach," said Jan
Liden, chairman of the Visa Europe Board of Directors. 
"This is a European solution for Europe.  It will
benefit all of our stakeholders -- our member banks and
their customers -- retailers and consumers.  And it
supports the European Commission's stated goal of creating
European-wide payments systems."

    Visa's new structure is expected to strengthen global
coordination and accelerate product development and
innovation, while preserving the advantages of Visa's
strong local market expertise and execution. As a result,
Visa anticipates that it will improve its ability to
service global customers while continuing to meet the needs
of local markets. Visa intends to continue to ensure the
highest levels of interoperability, reliability and
security throughout the global enterprise.

    "Visa's approach provides it with the best of both
worlds, combining the efficiencies of global scale with the
recognition of Europe's unique business and economic
environment," said Campbell.  "The new structure
differentiates us from other global brands and increases
our ability to compete more effectively using Visa's key
global assets -- brand and network."

    As part of the restructuring, the board of Visa Inc.
will be comprised of a majority of independent directors. 
A search for independent directors and a chief executive
officer for Visa Inc. is underway.

    About Visa: Visa connects cardholders, merchants and
financial institutions through the world's largest
electronic payments network. Visa products allow buyers and
sellers to conduct commerce with ease and confidence in both
the physical and virtual worlds.  Visa is committed to the
sustained growth of electronic payment systems to support
the needs of all stakeholders and to drive economic
growth.

    Visa products currently generate more than US$4
trillion in sales volume worldwide. Visa has unsurpassed
acceptance at more than 24 million locations worldwide
including one million ATMs.  For more information, visit
http://www.corporate.visa.com .

    This information is based upon unanimous, non-binding
agreement by the Visa International board and Visa regional
boards.  It is all subject to Definitive Agreements being
acceptable to all parties, all necessary corporate and
member approval, and completion of all necessary due
diligence.  This material is not intended, and should not
be construed, as an offer to sell, or as a solicitation of
an offer to purchase, any securities.

    This press release contains forward-looking statements.
These statements may be identified by the use of words such
as "will," "believes,"
"anticipates," "intends,"
"estimates," "expects,"
"projects," "plans" or similar
expressions. Such forward-looking statements include,
without limitation, statements about the proposed
restructuring and related transactions, strategy, future
operations, prospects, plans and objectives of management
and events or developments that we expect or anticipate
will occur. The forward-looking statements reflect Visa's
current views and assumptions and are subject to risks and
uncertainties, which may cause actual and future results
and trends to differ materially from the forward-looking
statements, including but not limited to ability to obtain
approval by Visa's members for the proposed restructuring
and related transactions; successful completion of the
restructuring and related transactions; the outcome of
legal proceedings; uncertainties inherent in operating
internationally; and the impact of law and regulations.
Many of these factors are beyond Visa's ability to control
or predict. Given these factors, you should not place undue
reliance on the forward-looking statements.

    For more information, please contact:

     Sandra Chu
     Visa International
     Tel:   [phone] 
     Email: [e-mail] 

     Fiona Wilkinson
     Visa Europe
     Tel:   [phone] 
     Email: [e-mail]

SOURCE  Visa