On November 28, 2008, the Board of Directors of the Company adopted amended and restated by-laws. Among other things, the amended and restated by-laws clarify that the advance notice process set forth in the by-laws is the exclusive means for a shareholder of the Company to propose nominees for election to the Board or to submit other business before an annual or special meeting of shareholders, other than a matter properly brought under Rule 14a-8 of the Securities Exchange Act of 1934, as amended. In addition, the amended and restated by-laws expand the scope of information shareholders must provide when (1) demanding a special meeting of shareholders, (2) nominating a person for election as a director or bringing other business before a meeting of shareholders pursuant to the advance notice provisions or (3) seeking to have shareholders consent to corporate action in writing without a meeting. Shareholders must disclose all ownership interests in the Company, any arrangements or relationships with a shareholder-proposed nominee and any interest in a proposal other than board nominations. The amended and restated by-laws also clarify that once the Chairman of the Board determines that a contested election exists with respect to the election of directors, each director will be elected by a plurality of the votes cast regardless of whether a contested election continues to exist as of the date of the shareholder meeting.

The foregoing summary is qualified in its entirety by reference to the amended and restated by-laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

              Exhibit
              Number    Description
               3.1      Amended and Restated By-laws of Fiserv, Inc.