Exhibit 10.32
Revised Execution
Copy
VISA
EXCESS
RETIREMENT BENEFIT PLAN
(Amended and
Restated Effective as of January 1, 2008)
This amendment
and complete restatement of the Visa Excess Retirement Benefit Plan
(hereinafter called the “Excess Plan”) is effective as
of January 1, 2008.
1. Purpose.
As the result of the Employee Retirement Income Security Act of
1974 (“ERISA”), a maximum has been placed on the
pension benefits that may be paid from the Visa Retirement Plan
(the “Retirement Plan”). In addition, because of
amendments to the Retirement Plan attributable to subsequent tax
legislation, pension benefits accruing under the Retirement Plan
after September 30, 1989 may in certain cases be reduced. The
purpose of the Excess Plan is therefore to provide for the payment
of benefits with respect to certain of those Participants in the
Retirement Plan who may be (i) limited by the limits imposed
by Sections 401(a)(17) and 415 of the Internal Revenue Code of
1986, as amended from time to time (the “Code”), on a
basis consistent with the Retirement Plan without regard to the
restriction of such provisions of the Code, or (ii) adversely
affected by the amendments to the Retirement Plan that were
effective as of October 1, 1989. Effective as of
October 1, 2002, the Retirement Plan is comprised of two
components as follows: the Visa Retirement Plan, as amended and
restated effective October 1, 2000 (the “Pre-2002
Plan”) and the Visa 2002 Retirement Plan effective
October 1, 2002 (the “2002 Plan”). Effective as of
January 1, 2008, the Retirement Plan is comprised of three
components as follows: the “Pre-2002 Plan”, the
“2002 Plan”, and the Visa Cash Balance Plan, effective
January 1, 2008 (the “Cash Balance
Plan”).
2. Eligibility
to Participate in the Excess Plan.
(a) Any
Participant in the Retirement Plan whose Retirement Income is
limited by reason of the limitations imposed on compensation and
benefits under Section 401(a)(17) and Section 415 of the
Code, respectively; and
(b) Any
Participant in the Pre-2002 Plan who is adversely affected by the
amendments to the Retirement Plan that were effective as of
October 1, 1989.
3. Amount of
Benefit. Subject to any separate written agreement with a
Participant, the benefit payable to each eligible Participant or
his Beneficiary under the Excess Plan shall be determined as of the
date the Participant incurs a “separation from service”
described in Section 4 below, calculated as
follows:
(a)
Participant in the Pre-2002 Plan Only . The benefit
payable under the Excess Plan to an eligible Participant in the
Pre-2002 Plan only or his Beneficiary shall equal (A) or (B),
whichever is greater, minus (C), as described below:
(A) The Retirement
Income which would be payable to the Participant or his Beneficiary
under the Pre-2002 Plan (without regard to Appendix A) if the
limitations imposed by Sections 401(a)(17) and 415 of the Code did
not apply. The Pre-2002 Plan provides that a Participant’s
Retirement Income with payments commencing at his Normal Retirement
Date is equal to 46.25% of his Final Average Earnings if he has
completed 25 years of Benefit Service. If the Participant has
completed less than 25 years of Benefit Service, the
Participant’s Retirement Income is reduced based on his age
and service at his Termination Date.
(B) The Retirement
Income which would have been payable to such Participant or his
Beneficiary under the Retirement Plan under the benefit formula in
effect on September 30, 1989 if the limitations imposed by
Sections 401(a)(17) and 415 of the Code did not apply. The
Retirement Plan as in effect on September 30, 1989 provided
that a Participant’s Retirement Income with payments
commencing at his Normal Retirement Date was equal to 50% of the
Participant’s Final Average Earnings less 50% of his social
security amount if he had completed 25 years of Benefit Service. If
the Participant had completed less than 25 years of Benefit
Service, the Participant’s Retirement Income was reduced
based on his age and service at his Termination Date. In addition,
if the Participant retired on his Early Retirement Date and began
receiving Retirement Income for the rest of his life, the
Participant received a “temporary social security
supplement.” The meanings of “social security
amount” and “temporary social security
supplement” are set forth in Attachment A hereto. A
Participant’s Excess Plan benefit shall include the value of
a temporary social security supplement only if the Participant
retires on his Early Retirement Date and commences receipt of his
Retirement Income for the rest of his life by the date on which his
Excess Plan benefits are paid pursuant to Section 4 hereof. As
described in Paragraph 2.3 of the Pre-2002 Plan, effective
January 1, 2011, no Employee of the Employer shall earn any
additional Benefit Service under the Pre-2002 Plan and therefore
effective January 1, 2011, no Employee of the Employer shall
earn any additional Benefit Service for purposes of this
Section 3(a)(B).
(C) The Retirement
Income which is payable to the Participant or his Beneficiary under
the Pre-2002 Plan.
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(b)
Participant in the 2002 Plan Only . The benefit
payable under the Excess Plan to an eligible Participant in the
2002 Plan only or his Beneficiary shall equal (A) minus (B),
as described below:
(A) The Retirement
Income which would be payable to the Participant or his Beneficiary
under the 2002 Plan (without regard to Appendix A) if the
limitations imposed by Sections 401(a)(17) and 415 of the Code did
not apply. The 2002 Plan provides that a Participant’s
Retirement Income with payments commencing at his Normal Retirement
Date is equal to 1.25% per year of his Benefit Service (up to
a maximum of 35 full years), multiplied by his Final Average
Earnings.
(B) The Retirement
Income which is payable to the Participant or his Beneficiary under
the 2002 Plan.
(c)
Participant in the Cash Balance Plan Only . The
benefit payable under the Excess Plan to an eligible Participant in
the Cash Balance Plan only or his Beneficiary shall equal
(A) minus (B), as described below:
(A) The Retirement
Income which would be payable to the Participant or his Beneficiary
under the Cash Balance Plan (without regard to Appendix A) if the
limitations imposed by Sections 401(a)(17) and 415 of the Code did
not apply. The Cash Balance Plan provides that a
Participant’s Cash Balance Account is credited as of the last
day of each calendar month with an amount equal to six percent
(6%) of the Participant’s Earnings during the portion of
the calendar month in which he is an Eligible Employee. In
addition, a Participant’s Cash Balance Account is credited as
of the last day of each calendar month during which the Participant
retains a Cash Balance Account with an Interest Credit as described
in the Cash Balance Plan.
(B) The Retirement
Income which is payable to the Participant or his Beneficiary under
the Cash Balance Plan.
(d)
Participant in the Pre-2002 and the 2002 Plan . The
benefit payable under the Excess Plan to an eligible Participant in
the Pre-2002 Plan and the 2002 Plan or his Beneficiary shall equal
the sum of the benefits that would have been payable with respect
to the Participant under subparagraphs (a) and (b) of
this Section 3 determined as if (i) both of those
subparagraphs had applied to the Participant and
(ii) subparagraph (b)(A) of this Section 3 stated that
the Participant’s Retirement Income under the 2002 Plan with
payments commencing at his Normal Retirement Date is equal to
1.25% per year of his Benefit Service (up to a maximum of 35
full years) multiplied by his Final Average Earnings, minus the
Participant’s Retirement Income commencing at his Normal
Retirement Date under the Pre-2002 Plan, but never less than
zero.
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(e)
Participant in the Pre-2002 Plan and the Cash Balance
Plan . The benefit payable under the Excess Plan to an
eligible Participant in the Pre-2002 Plan and the Cash Balance Plan
or his Beneficiary shall equal the sum of the benefits that would
have been payable with respect to the Participant under
subparagraphs (a) and (c) of this Section 3
determined as if both of those subparagraphs had applied to the
Participant.
(f)
Participant in the 2002 Plan and the Cash Balance Plan
. The benefit payable under the Excess Plan to an eligible
Participant in the 2002 Plan and the Cash Balance Plan or his
Beneficiary shall equal the sum of the benefits that would have
been payable with respect to the Participant under subparagraphs
(b) and (c) of this Se
