Form of Non-qualified Stock Option Agreement (non-employee Director)

EXHIBIT 10.4

FISERV, INC.

2007 OMNIBUS INCENTIVE PLAN FORM OF

NON-QUALIFIED STOCK OPTION AGREEMENT

(NON-EMPLOYEE DIRECTOR)

Optionee: [ First Name ] [ Last Name ]

Grant Date: [ Grant Date ]

Exercise Price: [ Exercise Price ]

Number of Shares Subject to the Option: [ Number of Shares ] Pursuant to the Fiserv, Inc. 2007 Omnibus Incentive Plan (the " Plan" ), the Board of Directors of Fiserv, Inc. (the " Company" ) has granted to you an Option, the terms and conditions of which are set out below and in the Plan. Any capitalized term used in this Stock Option Agreement (this " Agreement" ) without definition has the meaning set forth in the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

1. Date of Grant; Type of Option . The Option is granted to you on the date set forth above (the " Grant Date" ). As a " non-qualified stock option," the Option will not be treated by you or the Company as an " incentive stock option," as defined in Section 422 of the Code.

2. Termination of Option . Your right to exercise the Option (and to purchase the Shares subject to the Option (the " Option Shares" )) shall expire and terminate in all events on the earlier of (a) the close of business on the tenth anniversary of the Grant Date or (b) the date upon which exercise is no longer permitted as provided in Section 6 hereof. 3. Option Price . The purchase price to be paid upon the exercise of the Option is the exercise price per Option Share set forth above. 4. Provisions Relating to Exercise .

(a) The Option vests and becomes exercisable with respect to 20% of the Option Shares on each anniversary of the Grant Date until the Option is fully vested and exercisable.

(b) Once you become entitled to exercise any part of the Option (and to purchase Option Shares) as provided in Section 4(a) hereof, that right will continue until the date on which the Option expires and terminates pursuant to Section 2 hereof. The right to purchase Option Shares under the Option is cumulative, so that if the full number of Option Shares purchasable in a period is not purchased, the balance may be purchased at any time or from time to time thereafter during the term of the Option.


1 (c) The Board, in its sole discretion, may at any time accelerate the time at which the Option becomes exercisable by you with respect to the Option Shares. (d) Notwithstanding any other provision in this Agreement, you agree that while you are a Director, and for a period of 12 months thereafter, you will not, directly or indirectly, on your behalf or on behalf of any other individual, association or entity, as agent or otherwise:

(i) contact any of the clients of any Fiserv Group Company (as hereinafter defined) for whom you directly performed any services or had any direct business contact for the purpose of soliciting business or inducing such client to acquire any product or service that at any time during the term of this Agreement is provided or under development by the Fiserv Group Company for whom you directly performed any services from any entity other than a Fiserv Group Company;

(ii) contact any of the clients or prospective clients of any Fiserv Group Company whose identity or other client specific information you discovered or gained access to as a result of your access to any Fiserv Group Company' s confidential information for the purpose of soliciting or inducing any of such clients or prospective clients to acquire any project or service that at any time during the term of this Agreement is provided or under development by the Fiserv Group Company to whose confidential information you had access from any entity other than a Fiserv Group Company; (iii) use any Fiserv Group Company' s confidential information to solicit, influence or encourage any clients or potential clients of any Fiserv Group Company to divert or direct their business to you or any other person, association or entity by or with whom you are employed, associated, engaged as agent or otherwise affiliated; or (iv) encourage, induce or entice any employee of any Fiserv Group Company with access to or possession of confidential information of any Fiserv Group Company to leave any Fiserv Group Company' s employment where it is reasonably likely that such employee will use such confidential information to solicit, influence or encourage clients or potential clients of such Fiserv Group Company to divert or direct their business to you or any other person, association or entity by or with whom such employee will become employed, associated, engaged as agent or otherwise affiliated.

(e) You expressly acknowledge that damages al ...