Visa USA Names Independent Directors

At Visa's "Annual Meeting of Members" held Friday in Broomfield, Colorado, members approved corporate governance changes that will allow for independent directors to sit on Visa's board for the first time in the organization's history. Visa member financial institutions voiced overwhelming support for the company's proposals with more than 90 percent of outstanding votes returned in favor of Visa's governance transition. The independent directors officially joined the Visa board on Friday.

"This is a very important step in the process of transforming our board to include a majority of independent directors," said John Philip Coghlan, President and CEO of Visa USA. "Although we are a private organization, this is one of a number of steps Visa is taking to meet today's standard of good governance. In addition to the breadth of perspective and experience that these new board members will provide, we believe these changes will strengthen Visa's position in the electronic payments industry."

In addition to their other board and committee duties, the independent directors will be members of a new "Independent Directors Committee." As members of the new committee, they will assume responsibility for overseeing management's recommendations concerning core economic decisions, such as interchange reimbursement fees, as well as member transaction processing and service fees.

Visa also will expand the representation of smaller financial institutions on the board of directors by adding an additional board seat to represent financial institutions with less than $1 billion in annual Visa volume.

The governance committee of the board is reviewing eligible candidates for the small financial institution seat and continuing its search for additional independent directors to a reach a board majority of independent directors.

Today's announcement is the result of a thorough evaluation initiated by Visa management and the board of directors in April 2004 to ensure that Visa maintains the highest standards of performance and accountability. The board's assessment of Visa's corporate governance and structure is ongoing.

Coghlan added, "Through these actions, Visa will emerge as a stronger, more responsive and flexible organization. As a result, we'll be better positioned to meet the future needs of our stakeholders."

Independent Directors' Background

• Philip D. DeFeo is a managing partner of Lithos Capital Partners LLC. Prior to joining Lithos Capital Partners, Mr. DeFeo served as Chairman and CEO of the Pacific Exchange, Inc., from 1999 to 2005. Mr. DeFeo currently serves as Deputy Chairman of the board of directors of Computershare Investor Services.
• Linda Baker Keene has held management positions with a number of consumer-driven companies, including The Gillette Company, The Pillsbury Company and American Express Financial Advisors. Ms. Keene has served on the board of directors of two public companies, Scholastic, Inc. and Huffy Corporation.
• Jon C. Madonna has held prominent positions with Carlson Wagonlit Travel, Travelers Insurance Group, Inc. and KPMG Peat Marwick. Mr. Madonna's career with KPMG spanned 28 years, where he held the position of Chairman and CEO. Mr. Madonna has been a member of the boards of directors of Albertson's, Inc., Phelps Dodge Corporation, Tidewater, Inc. and AT&T.
• John A. Swainson is the President, CEO and a member of the board of directors of CA Inc. Prior to joining CA Inc. in 2004, Mr. Swainson spent 26 years with IBM Corporation. Mr. Swainson is a member of the board of directors of the U.S. Chamber of Commerce and Cadence Design Systems, Inc.

Financial Institution Board Members

• William I. Campbell, Senior Advisor to the CEO, J.P. Morgan Chase
• Richard K. Davis, President and CEO, U.S. Bancorp
• Charles T. Doyle, Chairman of the Board, Texas First Bank
• Benjamin P. Jenkins III, Vice Chairman and President General Bank, Wachovia Corporation
• Bruce R. Lauritzen, Chairman, First National Bank
• Peter E. Raskind, Vice Chairman, National City Corporation
• Joseph W. Saunders, President, Card Services, Washington Mutual
• Charles W. Scharf, CEO, Retail Financial Services, J.P. Morgan Chase
• John G. Stumpf, President and COO, Wells Fargo & Company
• James M. Wells III, President and COO, SunTrust Banks, Inc.

Management Directors

• John Philip Coghlan, President and CEO, Visa USA
• Christopher Rodrigues, President and CEO, Visa International