Visa International Certificate of Incorporation and By-Laws

Section 2.23 Compensation.

(a) Any member required to pay compensation pursuant to Section 2.10(b) or 2.12(c) shall
discharge such obligation by paying to the Corporation for 20 consecutive quarters,
commencing after the quarter it first issues Blue, White and Gold cards or signs merchants in
the applicable country, .1% of the total of all US dollar equivalents (i) debited by such member
to accounts of holders of Blue, White and Gold cards issued in the applicable country or (ii) of
sales drafts deposited in the applicable country by merchants signed by such member to
accept such cards, whichever is greater. However, in no event shall a member be required to
pay such fees for transactions occurring after the second quarter of 1988. Principals and
Merchant Acquirer members shall remit any such fees owed by them and their sponsored
Associates and Participants with their quarterly service fee payment required by Section 3.02,
except that Group Members need only remit those fees payable pursuant to Section 2.10(b).

(b) The Corporation shall remit to the Principals described in Sections 2.10(b) and 2.12(c) all
fees collected within 60 days of the date such fees are received; provided that no Principal
shall receive cumulative payments for any consecutive four quarters that exceed .1% of its
Base Year sales volume. In the event more than one Principal in a jurisdiction is entitled to
receive such fees, the Corporation shall remit to each such Principal that proportion of the fees
received that is equal to the proportion that such Principal's sales volume in the Base Year
bears to the total sales volume in the Base Year of all Principals in such jurisdiction entitled to
receive such fees. The Base Year shall be the four quarters immediately preceding the quarter
in which the first member performs functions that require the payment of fees in accordance
with this Section 2.23.

(c) A Merchant Acquirer which is a Group Member may require compensation from a new
member (other than the Equity Member) in accordance with the formula established at the
time such Merchant Acquirer was accepted as a Group Member of the Corporation or as
subsequently approved by the Board of Directors or the appropriate Regional Office.

Article Ill. Fees and Certificates

Section 3.01 Initial Service Fee.
Any organization accepted as a member (other than the Equity Member) shall pay to the
Corporation initial service fees in accordance with a service fee schedule to be fixed by the
Board of Directors. Said service fee schedule shall be related to the services to be provided by
the Corporation.

Section 3.02 Quarterly Fees.

(a) Service Fees
(i) Within the first 30 calendar days of each calendar quarter, commencing with the calendar
quarter beginning January 1, 1975, each Principal, Merchant Acquirer, TravelMoney Issuer,
Plus Program Participant, Interlink Program Participant, Visa Cash Program Participant and
Cash Disbursement Member shall pay a service fee in accordance with a service fee schedule
to be fixed by the Board of Directors by an affirmative vote of a majority of the directors in
attendance at any meeting of the Board of Directors at which a quorum is present. If said 30th
day is not a working day for any member, such payment shall be made not later than the first
working day thereafter. In the event of voluntary termination of membership becoming
effective prior to the close of a calendar quarter, any service fee paid

Effective 1 October 2007 and as amended VISA CONFIDENTIAL 15 Notice: This information is
proprietary and CONFIDENTIAL to Visa. It is distributed to Visa participants for use exclusively
in managing their Visa programs. It must not be duplicated, published, distributed or disclosed,
in whole or in part, to merchants, cardholders or any other person without prior written
permission from Visa. 2011 Visa. All Rights Reserved.

Visa International Certificate of incorporation and By-Laws

for such quarter will be refunded on a pro-rata basis. Members (other than the Equity
Member) shall pay service fees in US dollars or in any other currency so designated by the
Corporation to any designated account of the Corporation.

(ii) The Board of Directors, in consultation with the applicable Regional Office, shall have the
exclusive power to establish service fees applicable to members operating within the
respective regions of the Regional Offices, and such fees may be established on any basis and
at such rates as shall be determined from time to time by the affirmative vote of a majority of
directors in attendance at any meeting of the Board of Directors at which a quorum is present.

(b) Capital Fees

(i) Each member (other than the Equity Member) having sales volume as defined in Section
3.03(a)) shall pay to the Corporation a capital fee in accordance with a schedule to be fixed by
the Board of Directors by an affirmative vote of a majority of the directors in attendance at any
meeting of the Board at which a quorum is present.

(ii) The Board, in lieu of requiring the payment of the capital fees referred to in Section 3.02 (a)
may, by an affirmative vote of a majority of the directors in attendance at any meeting of the
Board at which a quorum is present, authorize members to purchase loan and/or investment
certificates on such terms as the Board deems appropriate.

Section 3.03 Sales Volume/Plus Program Card Defined.

(a) (i) Card sales volume is (A) for a Principal, the total of all US dollar equivalents debited by a
Principal (or its members or owners) and its sponsored Associates, except sponsored
Associates that have another sponsor whose sponsorship pre-dates that of such Principal, to
card accounts of holders of cards bearing either or both of the marks VISA and the Blue, White
and Gold Bands Design, or accounts identified by either or both of said marks and (B) for a
Merchant Acquirer, the total of all US dollar equivalents of drafts arising from the use of cards
bearing either or both of the service marks, VISA or the Blue, White and Gold Bands Design,
deposited with or acquired by the Merchant Acquirer; excluding, however, Visa Cash sales
volume. There shall be deducted from the Card Sales volume for a Principal and for a Merchant
Acquirer Card Sales volume upon which service fees were paid to an open Group Member
pursuant to 2.10(b) or 2.12(c). In the case of any open Group Member, there shall be included
in its Card Sales volume any Card Sales volume upon which service fees were collected
pursuant to Section 2.10(b) or 2.12(c). (ii) Visa Cash sales volume is, for a Visa Cash Program
Participant, the US dollar equivalent of all transactions consummated via a card bearing the
Visa Cash Service Marks issued by such Visa Cash Program Participant (and its owners and
members) and its designees, less any such sales volume upon which service fees were paid to
an open Group Member pursuant to Section 2.10(b) or 2.12(0, plus, in the case of an open
Group Member, any such sales volume upon which service fees were collected pursuant to
2.10(b) or 2.12(c).

(b) The exchange rate applied to non-US dollar amounts to arrive at US dollar amounts shall be
determined in accordance with the provisions of the Visa International Operating Regulations.

(c) A Plus Program Card is a card that bears the Plus Service Marks.

(d) The location at which sales volume is deemed to arise shall be (i) for a Principal's card sales
volume and Visa Cash sales volume, the country from which cards are issued, and (ii) for a
Merchant Acquirer's card sales volume, the country where the principal office of the Merchant
Acquirer is located. The location of Plus Program Cards shall be the country from which such
cards are issued. Notwithstanding the foregoing, effective June 7, 1990, a Principal, Plus Issuer,
or owner or member of a Group Member that issues cards into a country located in a region
other than the region where its principal place of business is located (i) shall, within 30 days
prior to

16 VISA CONFIDENTIAL Effective 1 October 2007 and as amended Notice: This information is
proprietary and CONFIDENTIAL to Visa, It is distributed to Visa participants for use exclusively
in managing their Visa programs. It must not be duplicated, published, distributed or disclosed,
in whole or in part, to merchants, cardholders or any other person without prior written
permission from Visa. 2011 Visa. All Rights Reserved.

(e) A Group Member, pursuant to Section 2.10(b), 2.10(c) or 2.12(c), may collect service fees
from non-owners or non-members only if it grants to such non-owners or non-members
equitable voting rights in the Group Member and, if collected, the sales volume and/or
numbers of Plus Program Cards of such non-owners or non-members shall be included in the
operating certificate of the Group Member, who shall pay service fees (to the extent such
service fees thereon are payable) to the Corporation thereon.

(f) Notwithstanding 3.03(a), a Group Member shall not include in its operating certificate the
sales volume and/or numbers of Plus Program Cards of its owners or members arising outside
the country of its principal place of business and, except as provided in 3.030, such sales
volume and/or numbers of Plus Program Cards shall be reported and service fees paid thereon
by such owners or members.

Visa International Certificate of Incorporation and By-Laws

such issuance, notify such region by written notice to such regional office of the nature and
scope of its issuance into such country and (ii) in the event such region determines that such
issuance is tantamount to an active program within such region, such Issuer shall comply with
the reasonable rules and regulations of that region including reporting and payment of
applicable service fees; provided, however, that this provision shall not apply to cards which
are reissued on an unsolicited basis as a renewal of cards previously issued in the region where
the issuer's principal place of business is located. Sales volume or Plus Program Cards upon
which fees are paid pursuant to the foregoing provision shall be deemed located within the
country into which such Cards have been issued. A dispute as to the applicability of the
foregoing provision may be submitted to the Board of Directors for determination by it, and
any ruling, approved by a majority of the directors in attendance at any meeting of the Board
of Directors at which a quorum is present, shall be binding.

Section 3.04 Minimum Service Fees.

Every Plus Program Participant, Cash Disbursement Member, Visa Cash Program Participant
and/or Principal shall pay a minimum quarterly service fee as shall be determined from time to
time by an affirmative vote of a majority of the directors in attendance at any meeting of the
Board of Directors at which a quorum is present.

Section 3.05 Operating Certificate.

Each payment of service fees for any calendar quarter shall be accompanied by an operating
certificate for that calendar quarter in such form as may be approved from time to time by the
Corporation, which shall be executed by an authorized officer of the member and shall set
forth, among other things, such information as will establish sales volume as defined in Section
3.03.

Section 3.06 Records.

Each member (other than the Equity Member) shall maintain such records as will permit an
accurate determination and verification of the information contained in the operating
certificate. The Corporation shall have the right to require any member (other than the Equity
Member) to produce such written evidence as it deems necessary to determine the accuracy
of any operating certificate. In the event that the Board of Directors finds an operating
certificate inaccurate, it shall have the power to adjust the related service fee either by causing
a refund to be made to, or assessing additional fees against, such Member (other than the
Equity Member), as the case may require.

Effective 1 October 2007 and as amended VISA CONFIDENTIAL 17 Notice: This information is
proprietary and CONFIDENTIAL to Visa. It is distributed to Visa participants for use exclusively
in managing their Visa programs. It must not be duplicated, published, distributed or disclosed,
in whole or in part, to merchants, cardholders or any other person without prior written
permission from Visa. 2011 Visa. All Rights Reserved.

Visa International Certificate of Incorporation and By-Laws

Section 3.07 Late Payment of Service Fee.

Should any member fail to file an operating certificate and pay the required quarterly service
fee within the time specified in these By-Laws, without prior extension by the Board of
Directors, in addition to any other penalties provided elsewhere in these By-Laws or the Visa
International Operating Regulations, such member shall pay a penalty equal to the greater of
(i) US $100 or (ii) 5% of the unpaid service fee or portion thereof for each 60 days or part
thereof such fee is in arrears. Such penalty may be waived by the Corporation if payment is
remitted and the operating certificate is filed within five working days of receipt of verbal or
written notice from the Corporation of an arrearage, but no such waiver shall then be allowed
as to the succeeding three quarters.
Article IV.
Voting and Meetings
Section 4.01 General.
All meetings of the Equity Members for the election of directors shall be held at such places
either within or without the State of Delaware as shall be designated from time to time by the
Board of Directors and stated in the notice of the meetings. Meetings of Equity Members for
any other purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Section 4.02 Annual Meetings.

Annual meetings of Equity Members may be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which the members shall transact any
business as may be properly brought before the meeting.

Section 4.03 Allocation of Votes.

Except as otherwise required by the DGCL or as expressly provided herein or in the Certificate
of Incorporation, the Equity Members shall be the sole members of the Corporation entitled to
vote on any matter submitted to the members of the Corporation and shall possess 100% of
the voting power of the membership interests in the Corporation. No member of the
Corporation other than the Equity Members shall be entitled to vote on any matter submitted
to the members of the Corporation.

Section 4.04 Notice of Annual Meetings.

Except for the first annual meeting of Equity Members, the date and country where an annual
meeting of Equity Members may be held shall be announced, through written notice stating
the place, date and hour of the meeting, to each Equity Member entitled to vote at such
meeting not less than 21 nor more than 45 days before the date of the meetings, except for
the first annual meeting of Equity Members, for which notice shall be given not less than ten
nor more than 60 days before the date of the meeting.

18 VISA CONFIDENTIAL Effective 1 October 2007 and as amended Notice: This information is
proprietary and CONFIDENTIAL to Visa. It is distributed to Visa participants for use exclusively
in managing their Visa programs. It must not be duplicated, published, distributed or disclosed,
in whole or in part, to merchants, cardholders or any other person without prior written
permission from Visa. 0 2011 Visa. All Rights Reserved.