Deferred Compensation Plan – Nonemployee Directors – Unisys Corp.

2005 DEFERRED COMPENSATION PLAN

FOR DIRECTORS OF UNISYS CORPORATION

(As amended and restated effective December 2, 2010

except as otherwise noted below)

Article I

Purpose & Authority

1.1 Purpose. The purpose of the Plan is to offer
members of the Board of Directors who are not employees of the Corporation the
opportunity to defer receipt of a portion of their Compensation, under terms
advantageous to both the Director and the Corporation and subject to rules that
satisfy the requirements of section 409A of the Code.

1.2 Effective Date. A deferred compensation plan for
directors of the predecessor to Unisys Corporation was originally approved by
the board of the predecessor corporation on November 20, 1981. That plan,
currently named the Deferred Compensation Plan for Directors of Unisys
Corporation, was subsequently amended, effective January 1, 1994 and, again,
effective April 22, 2004. Deferrals of compensation earned and vested before
January 1, 2005 were made under that plan, and amounts deferred under that plan
will continue to be subject to the rules set forth in that plan document. This
Plan was adopted February 10, 2005, effective January 1, 2005, for deferrals of
compensation earned and vested on or after January 1, 2005, and was amended from
time to time thereafter. This Plan is now being amended and restated for
deferrals of compensation earned and vested on and after the Effective Date,
which will be subject to the rules set forth in this Plan document as it may be
amended from time to time.

1.3 Authority. Any decision made or action taken by
the Corporation and any of its officers or employees involved in the
administration of this Plan, or any member of the Board or the Committee arising
out of or in connection with the construction, administration,

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interpretation and effect of the Plan shall be within the sole discretion of
all and each of them, as the case may be, and will be conclusive and binding on
all parties. No member of the Board and no employee of the Corporation shall be
liable for any act or action hereunder, whether of omission or commission, by
any other member or employee or by any agent to whom duties in connection with
the administration of the Plan have been delegated or, except in circumstances
involving the member153s or employee153s bad faith, for anything done or omitted to
be done by himself or herself.

Article II

Definitions

2.1 “Account” means, for any Participant, each memorandum
account established for the Participant under Section 4.1.

2.2 “Account Balance” means, for any Participant as of any
date and with respect to any Account, the aggregate amount reflected in that
Account.

2.3 “Award” means an Award (as that term is defined under
the applicable LTIP) that is granted under the applicable LTIP, other than an
award of Stock Options or Stock Appreciation Rights (as defined under the
applicable LTIP).

2.4 “Beneficiary” means the person or persons designated
from time to time in writing by a Participant to receive payments under the Plan
after the death of such Participant or, in the absence of such designation or in
the event that such designated person or persons predeceases the Participant,
the Participant153s estate.

2.5 “Board” means the Board of Directors of the Corporation.

2.6 “Change in Control” means any of the following events:

(a) The acquisition by any individual, entity or group (within the meaning of
Treasury Regulation section 1.409A-3(i)(5)) (a “Person”) of ownership of 30% or
more of the combined voting power of the then outstanding voting securities of
the Corporation (the “Outstanding Voting Securities”) during a 12-month period,
provided, however, that the

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acquisition by any corporation pursuant to a transaction described in clauses
(1), (2) and (3) of Section 2.5(c) will not constitute a Change in Control; or

(b) During a 12-month period, individuals who constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; or

(c) Consummation of a reorganization, merger or consolidation or sale or
disposition of assets of the Corporation that have a total gross fair market
value of more than 40% of the total gross fair market value of assets of the
Corporation immediately before the acquisition (a “Substantial Portion of
Assets”) within a 12-month period (a “Business Combination”), unless, in each
case following such Business Combination, (1) all or substantially all of the
individuals and entities who were the owners, respectively, of the then
outstanding shares of Stock (the “Outstanding Stock”) and Outstanding Voting
Securities immediately before the Business Combination own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation that as a result of
the transaction owns (A) the Corporation or (B) a Substantial Portion of Assets
of the Corporation acquired within a 12-month period either directly or
indirectly through one or more Subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Stock and Outstanding Voting Securities, as the case may be,
(2) no Person (excluding any employee benefit plan (or related trust) of the
Corporation or the corporation resulting from the Business Combination) owns,
directly or indirectly, 30% or more of, the combined voting power of the then
outstanding voting securities of the corporation resulting from the Business
Combination except to the extent that the Person owned 30% or more of the
Outstanding Voting Securities before the Business Combination, and (3) at least
a majority of the members of the board of directors of the corporation resulting
from the Business Combination were members of the Incumbent Board during the
12-month period immediately preceding the Business Combination; or

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(d) Approval by the stockholders of the Corporation of a complete liquidation
or dissolution of the Corporation, but only to the extent that one Person
acquires a Substantial Portion of Assets of the Corporation within a 12-month
period in connection with such transaction.

The rules of this Section 2.6 shall be interpreted and applied in accordance
with the provisions of Treasury Regulation section 1.409A-3(i)(5).

2.7 “Code” means the Internal Revenue Code of 1986, as
amended.

2.8 “Committee” means the Compensation Committee of the
Board, such other committee as may be appointed by the Board to administer the
Plan or the person or persons to whom the Compensation Committee or such other
committee may have delegated any of the Committee153s authority to administer the
Plan.

2.9 “Compensation” means amounts payable by the Corporation,
absent deferral, with respect to services provided by a Participant to the
Corporation as a member of the Board, including retainer and meeting fees and
Awards.

2.10 “Corporation” or “Unisys” means Unisys
Corporation.

2.11 “Deferral Election” means (a) an election by an
Eligible Director to defer a portion of his or her Compensation under the Plan,
as described in Section 3.1, or (b) an election by a Participant, pursuant to
the terms of the Plan in effect prior to the Effective Date, to elect the time
and form of payment of Non-Elective Stock Units.

2.12 “Deferred Stock Units” means Stock Units awarded as a
result of a Participant153s election to defer the receipt of an Award, as
described in Sections 3.1 and 4.2(b).

2.13 “Effective Date” means, except as otherwise noted
herein, December 2, 2010, the effective date of this amended and restated Plan.

2.14 “Elective Stock Units” means Stock Units awarded as a
result of a Participant153s election to defer the receipt of Compensation, other
than an Award, in accordance with Section 4.2(b).

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2.15 “Eligible Director” means a member of the Board who is
not an employee of the Corporation.

2.16 “Fair Market Value” means, on any date, the sales price
of a share of Unisys Common Stock (a) on the New York Stock Exchange as of the
official close of the New York Stock Exchange at 4:00 p.m. U.S. Eastern Standard
Time or Eastern Daylight Time, as the case may be, on such date, or (b) on such
other stock exchange, designated by the Committee in its sole discretion, as of
the official close of such exchange on such date.

2.17 “Investment Measurement Option” means any of the
hypothetical investment alternatives available for determining the additional
amounts to be credited to a Participant153s Account under Section 4.2. As of the
Effective Date, the Investment Measurement Options available are generally the
investment options available to eligible participants under the USP other than
the Unisys Common Stock Fund.

2.18 “LTIP” means the Unisys Corporation 2003 Long-Term
Incentive and Equity Compensation Plan, the Unisys Corporation 2007 Long-Term
Incentive and Equity Compensation Plan, the Unisys Corporation 2010 Long-Term
Incentive and Equity Compensation Plan, or any successor equity-based incentive
compensation, as applicable.

2.19 “Non-Elective Stock Units” means Stock Units that were
awarded to the Participant by the Corporation, without regard to a deferral
election, pursuant to the terms of the Plan in effect prior to the Effective
Date.

2.20 “Participant” means an Eligible Director or a former
Eligible Director (a) (1) who has made a Deferral Election, or (2) who was
awarded Non-Elective Stock Units, and (b) who has not received a distribution of
his or her entire Account Balance.

2.21 “Plan” means the 2005 Deferred Compensation Plan for
Directors of Unisys Corporation, as set forth herein and as amended from time to
time.

2.22 “Revised Election” means an election made by a
Participant, in accordance with Section 5.2, to change the date as of which
payment of his or her Account Balance is to commence and/or the form in which
such payment is to be made.

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2.23 “Separation from Service” means the termination of a
Participant153s service as a member of the Board.

2.24 “Stock Units” means Unisys common stock-equivalent
units, (a) which are awarded as Deferred Stock Units or Elective Stock Units, or
(b) which were awarded as Non-Elective Stock Units. Each Stock Unit represents
the equivalent of one share of Unisys Common Stock; therefore, the value of a
Stock Unit on any given date is the Fair Market Value of a share of Unisys
Common Stock on that date.

2.25 “Stock Units Account” means that portion of a
Participant153s Account attributable to Stock Units.

2.26 “USP” means the Unisys Savings Plan, as amended from
time to time.

2.27 “Valuation Date” means each business day on which the
New York Stock Exchange (or such other exchange designated by the Committee in
its sole discretion) is open, each of which is a date on which the interest of a
Participant in each of the Participant153s Accounts is valued pursuant to the
terms of the Plan.

Article III

Deferral of Compensation

3.1 Deferral Election. (a) Each Eligible Director may
elect to defer all or a portion of his or her Compensation that, absent
deferral, would be paid or awarded to him or her for services rendered during
the following calendar year by properly completing and filing a Deferral
Election form.

(b) To be effective, a Deferral Election must be made in writing by the
Eligible Director on a form furnished by the Secretary of the Corporation.

(1) Generally, an Eligible Director153s Deferral Election must be received by
the Secretary of the Corporation on or before the date specified by the
Committee, which shall be no later than the December 31 prior to the calendar
year to which the Deferral Election applies.

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(2) Notwithstanding Section 3.1(b)(1), an individual who becomes an Eligible
Director after January 1 of a calendar year may make a Deferral Election by
filing the required written election with the Secretary of the Corporation on or
before the date that is 30 days after the date on which he or she becomes an
Eligible Director, and his or her election shall apply to Compensation that
would be earned by him or her during the remainder of the calendar year after he
or she filed the election. An Eligible Director may make a Deferral Election
under this Section 3.1(b)(2), (A) when he or she initially becomes an Eligible
Director, or (B) at any subsequent time if he or she becomes an Eligible
Director again after having ceased to be an Eligible Director at a previous
time, and if he or she either had received his or her entire Account Balance
attributable to his or her prior period of service as a member of the Board
before becoming an Eligible Director again or had not been an Eligible Director
at any time during the 24-month period ending on the date he or she became an
Eligible Director again. An Eligible Director153s service as a member of the Board
prior to the Effective Date and his or her account, if any, under the
predecessor to this Plan shall be taken into account in applying these rules.

(c) Once made, a Deferral Election shall become effective upon receipt by the
Secretary of the Corporation and is thereafter irrevocable, except to the extent
otherwise provided in Section 5.2.

(d) An Eligible Director153s Deferral Election must specify either a percentage
or a certain dollar amount of his or her Compensation to be deferred under the
Plan, provided, however, that the amount of an Award to be deferred will be
rounded up, if necessary, to equal a number of whole Deferred Stock Units. In
addition, the Deferral Election must specify the date on which payment of the
amount deferred is to commence and the form in which such payment is to be made,
as set forth below:

(1) Subject to Section 5.1(b) hereof, the Deferral Election must specify that
such payment is to commence:

(A) as of his or her Separation from Service;

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(B) as of a specific date that is at least two years after the end of the
calendar year containing the date on which the amounts to be deferred, absent
deferral, would be paid to the Eligible Director;

(C) upon the Eligible Director153s becoming disabled (within the meaning of
Code section 409A);

(D) upon a Change in Control of the Corporation; or

(E) upon the earlier (or earliest) to occur of two (or more) dates described
in (A) : (D) of this Section 3.1(d)(1).

(2) The Eligible Director must specify whether payment of his or her Account
is to be made in a single sum or in annual installments.

(3) Notwithstanding the foregoing, an Eligible Director may not elect a form
of payment to the extent that such an election would cause any payments to be
made after the March 31 first following the date that is 20 years after the date
of the Eligible Director153s Separation from Service.

(4) An Eligible Director may make a separate Deferral Election, as to the
amount or percentage of Compensation deferred and as to the date and form of
payment, with respect to the Eligible Director153s Awards or any other form of
Compensation other than Awards.

(e) Deferrals of an Eligible Director153s Compensation, other than Awards,
shall be credited to the Plan as soon as administratively practicable after the
date on which the Compensation, absent deferral, would be payable to the
Participant. Deferrals of an Eligible Director153s Awards shall be credited to the
Plan as soon as administratively practicable after the date on which the Award
was granted.

(f) Unless an Eligible Director153s Deferral Election specifically provides
otherwise, his or her Deferral Election shall expire as of the last day of the
calendar year for which the Deferral Election was made.

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Article IV

Treatment of Deferred Amounts

4.1 Memorandum Account. (a) The Corporation shall
establish on its books a separate Account for each Participant for each calendar
year in which the Participant elects to defer Compensation. Amounts deferred by
a Participant pursuant to a Deferral Election shall be credited to the
Participant153s Account as provided in Section 3.1(e). In addition, as of each
Valuation Date, incremental amounts determined in accordance with Section 4.2
will be credited or debited to each Participant153s Account, and adjustments shall
be made with respect to Stock Units as provided in Section 4.1(b). Any payments
made to or on behalf of the Participant and for his or her Beneficiary shall be
debited from the Account. No assets shall be segregated or earmarked with
respect to any Account, and no Participant or Beneficiary shall have any right
to assign, transfer, pledge or hypothecate his or her interest or any portion
thereof in his or her Account. The Plan and the crediting of Accounts hereunder
shall not constitute a trust or a funded arrangement of any sort and shall be
merely for the purpose of recording an unsecured contractual obligation of the
Corporation.

(b) If the Corporation shall issue a stock dividend on the Unisys Common
Stock, stock dividend equivalents shall be credited to the Participant153s Stock
Units Account, as of the dividend payment date, as Stock Units in the same
amount as the stock dividends to which the Participant would have been entitled
if the Stock Units were shares of Unisys Common Stock. Cash dividends, if any,
shall be credited to the Stock Units Account, as of the dividend payment date,
in the form of Stock Units based on the Fair Market Value of the Unisys Common
Stock on the dividend payment date. The Stock Units Account shall be
appropriately adjusted to reflect splits, reverse splits, or comparable changes
to the Corporation153s Common Stock.

(c) If a Participant makes a Deferral Election with respect to an Award that
is not vested under the terms of the grant and the applicable LTIP on the date
of grant, and the Participant has a Separation from Service or any other event
occurs that would cause a forfeiture

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of the Award under its terms before all or any portion of the Award becomes
vested under its terms, in each case taking into account any terms of the
applicable LTIP or the grant that provide for continuation of vesting, then the
non-vested portion of the Award shall be forfeited and debited from the
Participant153s Account.

4.2 Investment Measurement Options. (a) Subject to
the provisions of this Section 4.2, a Participant153s Account, excluding his or
her Stock Units Account, shall be credited or debited with amounts equal to the
amounts that would be earned or lost with respect to the Participant153s Account
Balance if amounts equal to that Account Balance were actually invested in the
Investment Measurement Options in the manner specified by the Participant.

(b) Deferrals of Awards shall be credited to a Participant153s Account as
Deferred Stock Units, and the Participant may not elect to have an Investment
Measurement Option applied to the deferral of an Award at any time. With respect
to current deferrals of Compensation other than Awards, each Eligible Director
may elect, at the same time as a Deferral Election is made, to have one or more
of the Investment Measurement Options applied to the current deferrals of
Compensation other than Awards, or to have the current deferrals credited to his
or her Stock Units Account in the form of Elective Stock Units. Such election
with respect to current deferrals may be changed at any time upon appropriate
notice to the Secretary of the Corporation, provided, however, that an election
to have current deferrals credited as Elective Stock Units may not be changed at
any time during the effective period of the Deferral Election. If a Participant
elects to have current deferrals credited as Elective Stock Units, the number of
Stock Units to be credited to the Participant153s Stock Units Account under this
Section 4.2(b) shall be the quotient of (x) divided by (y) where (x) equals the
amount of the current deferral to be credited as Stock Units and (y) equals the
Fair Market Value on the date on which the amounts are credited to the
Participant153s Stock Unit Account.

(c) Subject to the restrictions described in Section 4.2(d), a Participant
may elect to change the manner in which Investment Measurement Options apply to
existing Account Balances (excluding the Participant153s Stock Units Account). In
addition, a Participant may elect

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to have all or any portion of his or her existing Account Balances (other
than the Stock Units Account) credited to his or her Stock Units Account as
Elective Stock Units. The number of Stock Units to be credited to the
Participant153s Stock Units Account under this Section 4.2(c) shall be the
quotient of (x) divided by (y) where (x) equals the amount of the existing
Account Balances to be credited as Stock Units and (y) equals the Fair Market
Value on the effective date on which the amounts are credited to the
Participant153s Stock Units Account. Any election described in this Section 4.2(c)
will be effective upon receipt of the appropriate notice by the Secretary of the
Corporation.

(d) The following rules apply to Investment Measurement Options.

(1) The percentage of a Participant153s current deferrals and/or Account
Balance to which a specified Investment Measurement Option is to be applied must
be a multiple of one percent (1%). The Participant may change the specified
Investment Measurement Options that will apply to his or her Account(s) on any
business day as of which the Plan153s recordkeeper is open for business. Changes
in a specified Investment Measurement Option with respect to a Participant153s
Account will be effective as soon as administratively practicable following
receipt of the Participant153s election.

(2) To the extent that a Participant has not specified an Investment
Measurement Option to apply to all or a portion of his or her current deferrals
and/or Account Balance, the Fidelity Balanced Fund (effective as of January 1,
2007) or such other fund as is designated by the Committee shall be deemed to be
the applicable Investment Measurement Option.

(3) The chosen Investment Measurement Option or Options shall apply to
deferred amounts on and after the date on which such deferred amounts are
credited to the Participant153s Account.

(e) The Committee shall have the authority to modify the rules and
restrictions relating to Investment Measurement Options (including the authority
to change such

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Investment Measurement Options prospectively) as it, in its sole discretion,
deems necessary and in accord with the investment practices in place under the
USP.

Article V

Payment of Deferred Amounts

5.1 Form and Time of Payment. The benefits to which a
Participant or a Beneficiary may be entitled under the Plan shall be paid in
accordance with this Section 5.1.

(a) Payments of a Participant153s Account Balances (other than the
Participant153s Stock Units Account) shall be made in cash in U.S. dollars.
Payments of the Participant153s Stock Units Account shall be made in whole shares
of Unisys Common Stock and in cash in U.S. dollars for any fractional shares.

(b) Except as otherwise provided in Sections 5.1(e) and 5.3, (1) for payment
of a Participant153s Account Balances upon Separation from Service, the Account
Balances shall be valued as of the last Valuation Date in the month in which the
Participant153s Separation from Service occurs and payment shall commence on the
first day of the next month, (2) for payment upon any other date or dates
specified in the Participant153s Deferral Election or Elections or the
Participant153s Revised Election or Elections (to the extent that the Revised
Election or Elections has or have become effective), the Account Balances shall
be valued as of the last Valuation Date in the month in which such date occurs
and payment shall commence on the first day of the next month, and (3) all
payments shall be made in the form or forms specified in the Participant153s
Deferral Election or Elections or the Participant153s Revised Election or
Elections (to the extent that the Revised Election or Elections has or have
become effective).

(c) To the extent a Participant has not specified the form or time of payment
of all or a part of his or her Account Balance, payment of that portion of the
Account Balance will be made in a single sum upon the Participant153s Separation
from Service, except as otherwise provided in Section 5.1(e).

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(d) To the extent a Participant has elected payment in the form of annual
installments, each installment payment after the initial installment payment
shall be made on or about March 31 of each year following the year in which the
first installment was paid. With respect to each Deferral Election made by a
Participant, the amount of each annual installment payment to
be made to a Participant under such Deferral Election shall be determined by
dividing the portion of the Participant153s Account Balance covered by such
Deferral Election as of the latest Valuation Date in the month preceding the
date of payment by the number of installments remaining to be paid under such
Deferral Election, and the number of shares of Unisys Common Stock delivered to
a Participant who is receiving installments from his or her Stock Units Account
shall be the quotient of (x) divided by (y) where (x) equals the amount to be
distributed in an installment and (y) equals the Fair Market Value on the latest
Valuation Date in the month preceding the date of payment, with the amount
attributable to any fractional share payable in cash in U.S. dollars.

(e) Notwithstanding any Deferral Election made by the Participant or any
provision of the Plan to the contrary, in no event shall any portion of a
Participant153s Account attributable to Deferred Stock Units be paid before the
vesting date for the Award to which the Deferred Stock Units are attributable,
as determined under the applicable LTIP and the terms of the Award.

(f) Notwithstanding any Deferral Election made by the Participant or any
provision of the Plan to the contrary, other than Section 5.1(e):

(1) If the Participant153s Separation from Service occurs before the specific
date as of which all or a portion of a Participant153s Account Balance is
scheduled to be paid, the payment of that portion of the Participant153s Account
Balance will commence upon the Participant153s Separation from Service and will be
made in the form elected by the Participant with respect to a distribution upon
Separation from Service.

(2) If a Participant153s Separation from Service occurs after the Participant
begins to receive any portion of an Account Balance that was to be paid to the

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Participant as of a specific date, the remaining portion of such Account
Balance shall continue to be distributed in accordance with the form of payment
being made to the Participant at the time of his or her Separation from Service.

(3) If, at the time of a Participant153s Separation from Service the balance in
all of a Participant153s Accounts is $10,000 or less, the balance in all the
Participant153s Accounts shall be paid to the Participant in a single sum upon the
Participant153s Separation from Service.

(4) Any portion of a Participant153s Account Balance that has not been paid to
the Participant as of the date of his or her death shall be paid to the
Participant153s Beneficiary in a single sum on the first day of the month
following the month in which the Participant153s death occurs.

(5) If a Participant demonstrates to the satisfaction of the Committee that
he or she has incurred an “unforeseeable emergency” within the meaning of Code
section 409A, the Participant may receive a distribution of the amount necessary
to meet his or her unforeseeable emergency, as determined by the Committee in
accordance with Code section 409A and regulations thereunder.

5.2 Revised Election. (a) Pursuant to a Revised
Election, a Participant may specify:

(1) a date for the commencement of the payment of the Participant153s Account
that, if the Participant originally elected a specified date for payment (as
opposed to payment upon Separation from Service), is a date at least five years
after the date specified in the Participant153s applicable Deferral Election;
and/or

(2) a form of payment that calls for a greater number of annual installment
payments than that specified in the Participant153s applicable Deferral Election,
or a number of annual installment payments where the Participant specified a
single sum payment in his or her applicable Deferral Election, provided that the
first installment begins no earlier than five years after the date on which the
Participant originally elected that distribution commence.

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(3) Notwithstanding the foregoing, an Eligible Director may not elect a time
of benefit commencement and/or a form of payment to the extent that such an
election would cause any payments to be made after the March 31 first following
the date that is 20 years after the date of the Eligible Director153s Separation
from Service.

(b) A Participant may make no more than three Revised Elections with respect
to each of the Participant153s Accounts.

(c) To be effective, a Revised Election must:

(1) meet the requirements of Sections 5.2(a) and 5.2(b) above;

(2) be made in writing by the Participant on a form furnished for such
purpose by the Secretary of the Corporation; and

(3) be submitted to the Secretary of the Corporation on or before the date
that is one year before the date on which the portion of the Participant153s
Account that is the subject of the Revised Election would, absent the Revised
Election, first become payable.

5.3 SEC Rule 16b. If deemed necessary to comply with
Rule 16b-3 under the Securities and Exchange Act of 1934, as amended, the
Corporation may delay payment with respect to Stock Units until six months
following the date on which the Stock Units were credited to the Participant153s
Account.

Article VI

Miscellaneous

6.1 Amendment. The Board may modify or amend, in
whole or in part, any of or all the provisions of the Plan, or suspend or
terminate it entirely; provided, however, that any such modification, amendment,
suspension or termination may not, without the Participant153s consent, adversely
affect any deferred amount credited to him or her under the Plan for any period
prior to the effective date of such modification, amendment, suspension or
termination, except that no Participant consent is necessary if such
modification, amendment, suspension or

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termination is necessary to comply with the requirements of Code section
409A. The Plan shall remain in effect until terminated pursuant to this
provision.

6.2 Administration. The Committee shall have the sole
authority to interpret the Plan and in its sole discretion to establish and
modify administrative rules for the Plan, including, but not limited to,
establishing rules regarding elections, hypothetical investments and
distributions. Elections made under the Plan shall be effective only to the
extent made and filed in accordance with the rules specified in the Plan or such
other rules as may be established by the Committee. The Committee may delegate
to any person or persons the authority and responsibility for all or any aspect
of administration of the Plan in its sole discretion. Notwithstanding any
provision of the Plan to the contrary, the Committee shall administer the Plan
in a manner that is consistent with the requirements of section 409A of the
Code. All expenses and costs in connection with the operation of this Plan shall
be borne by the Corporation. The Corporation shall have the right to deduct from
any payment to be made pursuant to this Plan any federal, state or local taxes
required by law to be withheld, and any associated interest and/or penalties.

6.3 Governing Law. The Plan shall be construed and
its provisions enforced and administered in accordance with the laws of the
Commonwealth of Pennsylvania except as such laws may be superseded by the
federal law and without regard to Pennsylvania153s conflict of laws rules.

6.4 Unfunded Plan. It is intended that the Plan
constitute an “unfunded” plan for deferred compensation. The Corporation may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan; provided, however, that, unless the Corporation
otherwise determines, the existence of such trusts or other arrangements is
consistent with the “unfunded” status of the Plan. Any liability of the
Corporation to any person with respect to any Account under the Plan shall be
based solely upon any contractual obligations that may be created pursuant to
the Plan. No such obligation of the Corporation shall

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be deemed to be secured by any pledge of, or other encumbrance on, any
property of the Corporation.

– 17 –