POWER OF ATTORNEY
(Section 16)
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
authorizes each of Joshua R. Floum, Thomas A. M'Guinness, Ariela St.
Pierre and Jenny Kim of Visa Inc., a Delaware corporation (the
"Company"), or any of them signing singly, to execute for and on
behalf of the undersigned, in the undersigned's capacity as Global
Head of Strategy and Corporate Development of the Company, Forms 3, 4
and 5, and any amendments thereto, and cause such form(s) to be filed
with the United States Securities and Exchange Commission pursuant to
Section 16(a) of the Securities Act of 1934, relating to the
undersigned's beneficial ownership of securities in the Company. The
undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all
such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.
This Power of Attorney shall remain in full force and effect
until the earliest of: (1) the undersigned is no longer required to
file Forms 3, 4 and 5 with respect to the undersigned's holdings of,
and transactions in, securities issued by the Company; (2) this Power
of Attorney is revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact; or (3) as to a specific
attorney-in-fact, employment of such attorney-in-fact and the company
is terminated.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 17th day of June, 2009.
By: /s/Rupert Keeley
Name: Rupert Keeley
Title: Global Head of Strategy and
Corporate Development