Retirement Savings Plan – Unisys Corp.

UNISYS CORPORATION

SAVINGS PLAN

Amended and Restated

Effective January 1, 2012

UNISYS CORPORATION

SAVINGS PLAN

Amended And Restated

Effective January 1, 2012

TABLE OF CONTENTS


		Page
ARTICLE I	HISTORY AND SCOPE		1

ARTICLE II	DEFINITIONS		3

ARTICLE III	ELIGIBILITY FOR PARTICIPATION		15

ARTICLE IV	CONTRIBUTIONS		15

ARTICLE V	LIMITATIONS ON EMPLOYER CONTRIBUTIONS		21

ARTICLE VI	INVESTMENT AND VALUATION OF ACCOUNTS		27

ARTICLE VII	VESTING		31

ARTICLE VIII	AMOUNT OF BENEFITS		32

ARTICLE IX	PAYMENT AND FORM OF BENEFITS		32

ARTICLE X	WITHDRAWALS AND LOANS		37

ARTICLE XI	SPECIAL PROVISIONS FOR TOP-HEAVY PLANS		41

ARTICLE XII	PLAN ADMINISTRATION		42

ARTICLE XIII	AMENDMENT AND TERMINATION		47

ARTICLE XIV	MISCELLANEOUS		49

UNISYS CORPORATION

SAVINGS PLAN

Amended and Restated

Effective January 1, 2012

ARTICLE I

HISTORY AND SCOPE

1.01 History. Unisys Corporation (formerly, Burroughs Corporation),
adopted the Burroughs Plan, effective July 1, 1984. Unisys Corporation is
successor by merger to Sperry Corporation which, prior to such merger,
established and maintained the Sperry Plan. Effective April 1, 1988, the
Burroughs Plan and Sperry Plan were merged to form the Plan. The Plan is
maintained for the benefit of eligible employees of Unisys Corporation and the
eligible employees of its subsidiaries that adopt the Plan.

Effective October 1, 1990, the Company153s CTIP was merged into the Plan.
Effective November 30, 1992, the RIPII was merged into the Plan. Effective March
31, 1996, the RIP was merged into the Plan.

Effective September 16, 2004, the BCC Retirement Plan was merged into the
Plan.

This Plan was amended and restated, effective January 1, 1998, to bring the
Plan into compliance with the Uniformed Services Employment and Reemployment Act
of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act
of 1997, the IRS Restructuring and Reform Act of 1998, the Internal Revenue
Service Restructuring and Reform Act of 1998, the Community Renewal Tax Relief
Act of 2000, and all other applicable law as in effect on the effective date of
that amendment and restatement of the Plan.

The Plan was amended and restated, effective January 1, 2002, to bring the
Plan into compliance with the Economic Growth and Tax Relief Reconciliation Act
of 2001, the Job Creation and Worker Assistance Act of 2002, and certain final
regulations issued by the Department of Labor and the Department of Treasury.

The Plan was amended and restated, effective January 1, 2006, to reflect
changes and clarifications related to the administration of the Plan.

The Plan was amended and restated, generally effective January 1, 2007, to
bring the Plan into compliance with certain final regulations issued under
sections 401(k) and 401(m) of the Code, and to reflect certain provisions of the
Pension Protection Act of 2006, hurricane relief provisions and certain design
changes.

The Plan was amended and restated generally effective January 1, 2008, except
as otherwise required by law or provided herein, to add additional participating
subsidiaries, exclude employees of the Unisys Technical Services division of the
Company, and to exclude certain paid, nonworking leave from compensation for
Plan purposes.

The Plan was amended and restated generally effective January 1, 2010 except
as otherwise required by law or provided herein, to reflect certain requirements
of the Pension Protection Act of 2006, the Heroes Earnings Assistance and Relief
Tax Act of 2008 and the Worker, Retiree and Employer Recovery Act of 2008 and
regulations thereunder; and to reflect changes and clarifications related to the
administration of the Plan.

The Plan was amended and restated generally effective January 1, 2011 except
as otherwise required by law or provided herein, to incorporate amendments
through December 31, 2010, and to make certain design changes and clarifications
related to the administration of the Plan.

The Plan is amended and restated generally effective January 1, 2012 except
as otherwise required by law or provided herein, to reflect certain requirements
of the Worker, Retiree and Employer Recovery Act of 2008 relative to minimum
required distributions for 2009, and to make certain design changes and
clarifications related to the administration of the Plan.

1.02 Effective Dates. The original effective date of the Plan was
April 1, 1988. This amendment and restatement of the Plan is generally effective
January 1, 2012, except as otherwise required by law or provided herein.

1.03 Rights Affected. Unless provided to the contrary herein, the
provisions of the Plan shall apply to Employees who are credited with an Hour of
Service after December 31, 2011.

1.04 Qualification Under the Internal Revenue Code. It is intended
that the Plan be a qualified plan within the meaning of section 401(a) of the
Code and that the Trust be exempt from federal income taxation under the
provisions of section 501(a) of the Code.

1.05 Documents. The Plan consists of the Plan document as set forth
herein and any subsequent amendments thereto.

ARTICLE II

DEFINITIONS

The following words and phrases as used herein have the following meanings
unless a different meaning is plainly required by the context:

2.01 “Account” means a Participant153s After-Tax Account, ESOP Account,
GPEP Account, Regular Account, Tax Deferred Account, Tax Deductible Contribution
Account, Qualified Nonelective ESOP Contribution Account, Qualified Nonelective
Non-ESOP Contribution Account, Plan Expense Contribution Account, or Rollover
Account.

2.02 “Actual Contribution Percentage” means, with respect to a Plan
Year, the ratio (expressed as a percentage) of the sum of the amount of (a)
Matching Contributions, (b) After-Tax Contributions, (c) Qualified Nonelective
ESOP Contributions, and (d) Tax Deferred Contributions recharacterized as
After-Tax Contributions, made on behalf of the Participant for the Plan Year to
the Participant153s Testing Compensation for the Plan Year.

2.03 “Actual Deferral Percentage” means, with respect to a Plan Year,
the ratio (expressed as a percentage) of the amount of Tax Deferred
Contributions made pursuant to Section 4.01(a) and Qualified Nonelective
Non-ESOP Contributions made on behalf of the Participant for the Plan Year to
the Participant153s Testing Compensation for the Plan Year.

2.04 “Administrative Committee” means the committee appointed in
accordance with Section 12.02, which is responsible for reviewing and deciding
appeals under the Plan.

2.05 “Affiliate” means any entity included with the Employer in (a) a
controlled group of employers or trades or businesses within the meaning of
section 414(b) or 414(c) of the Code; (b) an affiliated service group within the
meaning of section 414(m) of the Code; or (c) a group required to be aggregated
pursuant to the regulations under section 414(o) of the Code; provided that any
such employer shall be included within the term “Affiliate” only while a member
of a group including the Employer. For purposes of Section 5.05, whether a
member of a controlled group is an Affiliate shall be determined under section
1563(a) of the Code (as incorporated through application of sections 414(b) and
(c) of the Code) by substituting “50%” for “80%” everywhere it appears in
section 1563(a) of the Code.

2.06 “After-Tax Account” means a Participant153s account to which are
credited After-Tax Contributions, if any, and earnings and losses thereon.

2.07 “After-Tax Contribution” means a contribution made by an Employee
in accordance with a Participant153s salary reduction agreement pursuant to
Section 4.02(b).

2.08 “Aggregation Group” means the group of qualified plans sponsored
by the Employer or by an Affiliate formed by including in such group (a) all
such plans in which a Key Employee participates in the Plan Year containing the
Determination Date, or any of the four preceding Plan Years, including any
frozen or terminated plan that was maintained within the five-year period ending
on the Determination Date, (b) all such plans which enable any plan described in
clause (a) to meet the requirements of either section 401(a)(4) of the Code or
section 410 of the Code, and (c) such other qualified plans sponsored by the
Employer or an Affiliate as the Employer elects to include in such group, as
long as the group, including those plans electively included, continues to meet
the requirements of sections 401(a)(4) and 410 of the Code.

2.09 “Associated Company” means any entity that is not a member of a
controlled group of corporations within the meaning of section 1563(a) of the
Code (as incorporated through application of sections 414(b) and (c) of the
Code), of which the Company is the common parent, but which would be a member of
such controlled group of corporations if “50%” were substituted for “80%”
everywhere it appears in section 1563(a) of the Code.

2.10 “BCC” means Baesch Computer Consulting.

2.11 “Beneficiary” means (a) the Participant153 s Spouse, or (b) the
person, persons or trust designated by the Participant, with the consent of his
Spouse, if any, as direct or contingent beneficiary. In order to be valid, the
Spouse153s consent to a Beneficiary other than or in addition to the Participant153s
Spouse, must be in writing, must consent to the specific Beneficiary designated,
must acknowledge the effect of such consent, and must be witnessed by a Plan
representative or notary public. If the Participant has no Spouse and no
effective beneficiary designation, his Beneficiary shall be the first of the
following classes in which there is any person surviving the Participant: (a)
the Participant153s children, (b) the Participant153s parents, and (c) the
Participant153s brothers and sisters. Unless otherwise provided in the applicable
Beneficiary form, if the Participant has no spouse, if none of the foregoing
classes include a person surviving the Participant, the Participant153s
Beneficiary shall be his estate.

2.12 “Benefit Commencement Date” means the first day on which all
events have occurred that entitle a Participant to the benefit.

2.13 “Board” means the Board of Directors of the Company.

2.14 “Burroughs Plan” means the Burroughs Employees Savings Thrift
Plan, as in effect on March 30, 1988.

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

2.16 “Company” means Unisys Corporation.

2.17 “Compensation” means a Participant153s wages or salary paid by an
Employer to an Employee, including amounts deducted in accordance with sections
125 or 401(k) of the Code, overtime pay, shift differentials, overseas hardship
and war risk premiums, temporary promotional supplements, payments for accrued
but unused

vacation, commissions paid under the terms of a written ongoing sales
commission plan, and paid bonuses paid under the terms of a written ongoing
bonus plan approved as such by the Plan Manager, but excluding any amounts
received by an Employee while he is not a Participant, and any other deferred
compensation. A Participant153s Compensation shall not exceed the dollar
limitation in effect under section 401(a)(17) of the Code with respect to any
Plan Year. Effective January 1, 2001, “Compensation” shall include amounts
deducted from a Participant153s wages or salary in accordance with section
132(f)(4) of the Code. Notwithstanding the foregoing, any amounts deducted on a
pre-tax basis for group health coverage because the Participant is unable to
certify that he or she has other health coverage, so long as the Employer does
not otherwise request or collect information regarding the Participant153s other
health coverage as part of the enrollment process for the Employer153s health
plan, shall be included as Compensation. Effective January 1, 2007,
“Compensation” shall not include payments for “garden leave payments.” For
purposes of this Section 2.17, “garden leave payments” are certain amounts
negotiated under a Participant153s termination agreement that are paid during
periods when no services are performed by such Participant. Effective for Plan
Years beginning after December 31, 2007, Compensation for purposes of this
paragraph shall not include any amounts that are excluded from the definition of
compensation set forth in section 415(c)(3) of the Code. Effective January 1,
2009, Compensation shall include the amount of any military differential wage
payments made by the Employer to a Participant in accordance with section
3401(h) and section 414(u)(12) of the Code.

2.18 “Covered Employee” means any Employee other than:

(a) any Employee who is a member of a collective bargaining unit, unless such
collective bargaining agreement provides for the Employee153s participation in the
Plan;

(b) any Employee who is a nonresident alien of the United States (including
the District of Columbia, Puerto Rico, or the Virgin Islands) and who does not
receive any United States (including the District of Columbia, Puerto Rico or
the Virgin Islands) source income from the Employer;

(c) an Employee who is (1) employed by an overseas subsidiary of an Employer,
(2) on temporary assignment to the Employer, and (3) not eligible for
participation in a defined benefit plan maintained by the Employer;

(d) any Employee whose terms of employment with the Employer are covered
under the Service Contracts Act, the Davis-Bacon Act, or a similar government
contracting statute, unless the terms of the statue or government contract
expressly provide for participation in this Plan;

(e) any individual who is not an employee of the Employer but who provides
services as described in section 414(n)(2) of the Code;

(f) any individual who is classified as an independent contractor by the
Employer or any persons who are not treated by the Employer as employees for
purposes of withholding federal employment taxes, regardless of (1) how such
individual is classified by the Internal Revenue Service, other governmental
agency, government or court, or (2) a contrary governmental or judicial
determination relating to such employment status or tax withholding;

(g) effective as of September 26, 2006, an Employee who is employed by Unisys
Technical Services L.L.C.;

(h) effective January 1, 2008, an Employee who is employed by the Unisys
Technical Services division of the Company; and

(i) effective March 31, 2010, an Employee who is employed in the Federal
Systems Minimal Benefits Group (code FS.CIV.ITSA.52.90).

2.19 “CTIP” means the Convergent Tax Investment Plan, as in effect on
September 30, 1990.

2.20 “Determination Date” means the last day of the preceding Plan
Year.

2.21 “Distributee” means a Participant, the surviving Spouse of a
deceased Participant, or a Participant153s Spouse or former Spouse who is an
alternate payee under a Qualified Domestic Relations Order.

2.22 “Employee” means (a) an individual who is employed by the
Employer, (b) when required by context for purposes of crediting Hours of
Service under Section 2.31, a former Employee, and (c) a leased employee as
described under section 414(n)(2) of the Code.

2.23 “Employer” means the Company and any Affiliate listed on Appendix
A.

2.24 “ERISA” means the Employee Retirement Income Security Act of
1974, as amended.

2.25 “ESOP Account” means a Participant153s account to which are
credited Matching Contributions made to the Plan after March 31, 1989, and
earnings and losses thereon.

2.26 “ESOP Portion of the Plan” means the portion of the Plan that is
both a stock bonus plan and an employee stock ownership plan intended to qualify
under sections 401(a) and 4975(e)(7) of the Code, the assets of which are held
in the ESOP Account and Qualified Nonelective ESOP Accounts of Participants and
invested primarily in shares of Unisys Stock that meet the requirements of
section 404(l) of the Code.

2.27 “Fund” means the assets and all earnings, appreciation and
additions thereto, less losses, depreciation and any proper payments made by the
Trustee, held under the Trust by the Trustee for the exclusive benefit of
Participants and their Beneficiaries.

2.28 “Gap Period Income” means the allocable gain or loss for the
period between the end of the Plan Year and the date of distribution or
forfeiture (or a date that is no more than seven days prior to the date of
distribution or forfeiture), with respect to amounts that are distributed or
forfeited in accordance with Sections 5.01(b) and 5.05.

2.29 “GPEP Account” means a Participant153s account to which are
credited GPEP contributions made with respect to Plan Years beginning before
January 1, 1998, if any, and earnings and losses thereon.

2.30 “Highly Compensated Employee” means an Employee who either:

(a) was a 5% owner (as defined in section 416(i)(1) of the Code) at any time
during the Plan Year for which Highly Compensated Employees are being identified
or the preceding Plan Year; or

(b) with respect to the Plan Year preceding the calendar year for which
Highly Compensated Employees are being identified both (1) had Testing
Compensation in excess of the dollar amount under section 414(q)(1)(B)(i) of the
Code, as in effect for such Plan Year, and (2) was in the top 20% of all
Employees when ranked on the basis of Testing Compensation.

2.31 “Hour of Service” means each hour for which an Employee is
directly or indirectly paid or entitled to payment by the Company, an Affiliate,
or an Associated Company for the performance of Service.

2.32 “Investment Committee” means the Pension Investment Review
Committee appointed pursuant to Section 12.02 which is responsible for the
control and management of the Investment Funds.

2.33 “Investment Fund” means a fund selected by the Investment
Committee in which the Fund or any portion thereof may be invested.

2.34 “Investment Manager” means the individual or entity, if any,
selected by the Trustee responsible for the investment of all or a portion of
the Fund.

2.35 “Key Employee” means a person employed or formerly employed by
the Employer or an Affiliate who, during the Plan Year or during any of the
preceding four Plan Years, was any of the following:

(a) an officer of the Employer having annual Testing Compensation of more
than $130,000, or such other amount as may be in effect under section
415(1)(A)(i) of the Code;

(b) a 5% owner of the Employer.

(c) a person who is both an employee whose annual Testing Compensation
exceeds $150,000 and who is a 5% owner of the Employer.

The Beneficiary of any deceased Participant who was a Key Employee shall be
considered a Key Employee for the same period as the deceased Participant would
have been so considered.

2.36 “Key Employee Ratio” means the ratio (expressed as a percentage)
for any Plan Year, calculated as of the Determination Date with respect to such
Plan Year, determined by dividing the amount described in subsection (a) hereof
by the amount described in subsection (b) hereof, after deduction from both such
amounts of the amount described in subsection (c) hereof.

(a) The amount described in this subsection (a) is the sum of (1) the
aggregate of the present value of all accrued benefits of Key Employees under
all qualified defined benefit plans included in the Aggregation Group, (2) the
aggregate of the balances in all of the accounts standing to the credit of Key
Employees under all qualified defined contribution plans included in the
Aggregation Group, and (3) the aggregate amount distributed from all plans in
such Aggregation Group to or on behalf of any Key Employee during the one-year
period ending on the Determination Date. In the case of a distribution made for
a reason other than separation from service, death, or disability, clause (3)
herein shall be applied by substituting “five-year period” for “one-year
period.”

(b) The amount described in this subsection (b) is the sum of (1) the
aggregate of the present value of all accrued benefits of all Participants under
all qualified defined benefit plans included in the Aggregation Group, (2) the
aggregate of the balances in all of the accounts standing to the credit of all
Participants under all qualified defined contribution plans included in the
Aggregation Group, and (3) the aggregate amount distributed from all plans in
such Aggregation Group to or on behalf of any Participant during the one-year
period ending on the Determination Date. In the case of a distribution made for
a reason other than separation from service, death, or disability, clause (3)
herein shall be applied by substituting “five-year period” for “one-year
period.”

(c) The amount described in this subsection (c) is the sum of (1) all
rollover contributions (or similar transfers) to plans included in the
Aggregation Group initiated by an Employee from a plan sponsored by an employer
which is not the Employer or an Affiliate, (2) any amount that would have been
included under subsection (a) or (b) hereof with respect to any person who has
not rendered service to any Employer at any time during the one-year period
ending on the Determination Date, and (3) any amount that is included in
subsection (b) hereof for, on behalf of, or on account of, a person who is a
Non-Key Employee as to the Plan Year of reference but who was a Key Employee as
to any earlier Plan Year.

The present value of accrued benefits under any defined benefit plan shall be
determined under the method used for accrual purposes for all plans maintained
by the Employer and all Affiliates if a single method is used by all such plans,
or otherwise, the slowest accrual method permitted under section 411(b)(1)(C) of
the Code.

2.37 “Matching Contribution” means a contribution made by an Employer
in accordance with Section 4.03.

2.38 “Non-Highly Compensated Employee” means an Employee other than a
Highly Compensated Employee.

2.39 “Non-Key Employee” means any Employee or former Employee who is
not a Key Employee as to that Plan Year, or a Beneficiary of a deceased
Participant who was a Non-Key Employee.

2.40 “Normal Retirement Age” means age 65.

2.41 “Notice Period” means the period beginning 90 days before and
ending 30 days before the Benefit Commencement Date. The 30-day minimum may be
waived by a Distributee; provided, however, that with respect to a Participant
scheduled to receive his benefit in the form of a Qualified Joint and Survivor
Annuity prior to January 1, 2012, the minimum Notice Period may not be less than
seven days before the date distribution is made.

2.42 “Participant” means a Covered Employee who has met the
eligibility requirements of Section 3.01. An individual who is a Participant but
who ceases to be a Covered Employee shall nonetheless remain a Participant for
purposes of benefit payments only, until all amounts due him under the Plan have
been paid.

2.43 “Period of Severance” means a period beginning on the date of an
Employee153s Severance from Employment and ending on the date on which the
Employee again performs an Hour of Service.

Notwithstanding the foregoing, solely for the purpose of determining whether
a Period of Severance has occurred, in the case of an absence from employment by
reason of the pregnancy of the Employee, the birth of a child of the Employee,
the placement of a child with the Employee in connection with the adoption of
the child by the Employee or the caring for the child for a period beginning
immediately following that birth or placement, the period between the first and
second anniversary of the first day of such absence from employment shall
neither be construed as a Period of Severance nor a period of Service. In order
for an absence to be considered to be for the reasons described in the foregoing
sentence, an Employee shall provide the Plan Manager with information regarding
the reasons for the absence and the length of the absence. Nothing in this
Section 2.43 shall be construed as expanding or amending any maternity or
paternity leave policy of an Employer or Affiliate.

2.44 “Plan” means the profit sharing plan, known as the “Unisys
Savings Plan” set forth in this document, which includes a stock bonus plan and
employee stock ownership plan intended to qualify under sections 401(a) and
4975(e)(7) of the Code, and the related trust agreement pursuant to which the
Trust is maintained.

2.45 “Plan Expense Contribution” means a contribution made by an
Employer in accordance with Section 4.11.

2.46 “Plan Expense Contribution Account” means a Participant153s account
to which are credited Plan Expense Contributions and earnings and losses thereon
and against which shall be charged Plan expenses as determined by the Plan
Manager.

2.47 “Plan Manager” means the individual or individuals responsible
for certain matters relating to the administration of the Plan, as described
under Article XII.

2.48 “Plan Year” means the calendar year.

2.49 “Prior Plan” means the Burroughs Plan, Sperry Plan, CTIP, RIP,
RIPII or BCC Retirement Plan.

2.50 “Qualified Default Investment Alternative” means the Fidelity
Freedom Fund closest to the year of the Participant153s 65th birthday.

2.51 “Qualified Domestic Relations Order” means a judgment, decree or
order that relates to a Participant153s benefit under the Plan and meets the
requirements of section 414(p) of the Code.

2.52 “Qualified Joint and Survivor Annuity” means an annuity for the
life of the Participant with a survivor annuity for the life of the
Participant153s Spouse equal to 50% of the monthly amount payable for the
Participant153s life. This distribution option shall not be available on or after
January 1, 2012.

2.53 “Qualified Nonelective ESOP Account” means a Participant153s
account to which are credited Qualified Nonelective ESOP Contributions, if any,
and earnings and losses thereon.

2.54 “Qualified Nonelective ESOP Contribution” means a contribution
made by the Employer pursuant to Section 4.05 for purposes of satisfying the
requirements of Section 5.03.

2.55 “Qualified Nonelective Non-ESOP Account” means a Participant153s
Account to which are credited Qualified Nonelective Non-ESOP Contributions, if
any, and earnings and losses thereon.

2.56 “Qualified Nonelective Non-ESOP Contribution” means a
contribution made by the Employer pursuant to Section 4.05 for purposes of
satisfying the requirements of Section 5.02.

2.57 “Regular Account” means a Participant153s Account to which are
credited (a) Matching Contributions made before April 1, 1989, (b) matching
contributions made to a Prior Plan (other than CTIP) before April 1, 1989, (c)
matching contributions made to the CTIP before October 1, 1990, (d) employee
contributions made to the Sperry Plan, and (e) earnings and losses.

2.58 “RIP” means the Unisys Retirement Investment Plan, as in effect
on March 31, 1996.

2.59 “RIPII” means the Retirement Investment Plan II, as in effect on
November 30, 1992.

2.60 “Rollover Account” means a Participant153s account to which are
credited the (a) Participant153s Rollover Contributions, if any, (b) amounts, if
any, transferred to a Participant153s Account from a Prior Plan which were derived
from such Participant153s rollover contributions to such Prior Plan, and (c)
earnings and losses thereon.

2.61 “Rollover Contribution” means a contribution made by a
Participant pursuant to Section 4.06.

2.62 “Service” means the periods determined in accordance with the
following provisions of this Section 2.62. An Employee153s total period of Service
shall be determined from the first date the Employee performs an Hour of Service
until the date of his Severance from Employment.

(a) Service shall include:

(1) periods of active employment with the Employer, an Affiliate, or an
Associated Company and with any entity that is a predecessor to the Employer;

(2) periods during which no active duties are performed by the Employee for
the Company, an Affiliate, an Associated Company, or any entity that is a
predecessor to the Employer because the Employee is:

(A) absent from work because of occupational injury or disease incurred in
the course of employment with the Company, an Affiliate, or an Associated
Company and on account of such absence receives workers153 compensation;

(B) in the service of the Armed Forces of the United States during a period
with respect to which an Employer, Affiliate, or an Associated Company is
required to give reemployment rights by law, provided the Employee returns to
work with the Company, Affiliate, or an Associated Company immediately after the
termination of such military service;

(C) absent from work and receives short-term disability benefits under an
Employer153s short-term disability plan or other plan of the Company, an
Affiliate, or an Associated Company providing similar benefits;

(3) for vesting purposes under the Plan, service performed for the Company,
an Affiliate, or an Associated Company in a capacity described under subsection
(a), (b), (c), (d), or (e) of Section 2.18, prior to the Employee becoming a
Covered Employee;

(b) Service shall exclude service prior to the date on which a business is
acquired, merged, consolidated, or otherwise absorbed by the Company, an
Affiliate, or an Associated Company, or prior to the date the assets of a
business are acquired by the Company, an Affiliate, or an Associated Company,
unless otherwise provided herein or authorized by the Company.

(c) Notwithstanding any provision of the Plan to the contrary, if a
Participant was a participant in a Prior Plan as of the date of the Prior Plan153s
merger with and into the Plan, such Participant153s Service immediately after such
merger shall be the greater of:

(1) the Participant153s service under the terms of the Prior Plan immediately
prior to the date of such Prior Plan153s merger with and into the Plan; or

(2) the Participant153s Service determined under the Plan without regard to
this subsection (c).

(d) To the extent that a prior period of employment with Burroughs
Corporation, Memorex Corporation, System Development Corporation, Sperry
Corporation, or any Affiliate of the foregoing corporations was not credited
under the terms of a Prior Plan, such period shall be counted as Service under
the Plan; provided that the Plan has, or is furnished with, evidence of such
prior period of employment.

(e) If an Employee separates from Service but returns to employment with the
Employer before incurring a one-year Period of Severance, the period between the
date he separated from Service and his date of reemployment by the Company, an
Affiliate, or an Associated Company.

2.63 “Severance from Employment” means the earlier of (a) the date an
Employee dies or retires, quits or is discharged from the Employer and all
Affiliates, or (b) the first anniversary of the date that the Employee is
otherwise first absent from work from the Employer and all Affiliates (with or
without pay) for any reason; provided, however, that if the Employee153s absence
is attributable to qualified military service, the Employee shall not be
considered to have had a Severance from Employment provided the absent Employee
returns to active employment with the Employer or Affiliate. Notwithstanding the
foregoing, however, the Severance from Employment of a Participant who incurs a
Total Disability shall be the earlier of:

(a) the date the Participant quits, retires, is discharged or dies, or

(b) effective as of November 1, 2011, the latest of his Disability End Date,
Notice Date or the date that his Disability Reemployment Window ends, each as
described below, provided he has not been reemployed prior to those dates. With
respect to a Participant described in this subsection (b), the Employer shall,
on the applicable Notice Date, inform such Participant that he may

(1) voluntarily retire or terminate his employment as of his Disability End
Date, or, if later, his Notice Date, or

(2) apply for reemployment with the Employer during his Disability
Reemployment Window.

For purposes of this subsection (b) the following definitions shall apply:

(1) “Disability Reemployment Window” means the date that is 30 days following
the Employee153s Disability End Date (or such other period that the Employer deems
to be reasonable given the applicable facts and circumstances).

(2) “Disability End Date” means the date that the Participant153s long-term
disability coverage ends.

(3) “Notice Date” means the date prior to the Disability End Date, or the
date that occurs as soon as practicable thereafter, that the Employer informs
the Participant of the post-Total Disability termination or reemployment options
described above in subsections (1) and (2).

2.64 “Sperry Plan” means the Sperry Retirement Program:Part B, as in
effect on March 30, 1988.

2.65 “Spouse” means the spouse or surviving spouse of the Participant
who is a person of the opposite gender who is the lawful husband or lawful wife
of a Participant under the laws of the state or country of the Participant153s
domicile; provided, however, that a former spouse shall be treated as the Spouse
or surviving Spouse to the extent provided under a Qualified Domestic Relations
Order.

2.66 “Tax Deductible Contribution Account” means a Participant153s
account to which are credited tax deductible contributions, if any, made to the
Plan before April 1, 1989, and earnings and losses thereon.

2.67 “Tax Deferred Account” means a Participant153s account to which are
credited (a) Tax-Deferred Contributions, if any, (b) tax deferred contributions
made under a Prior Plan and transferred to the Plan, (c) basic member
contributions, if any, made under the Sperry Plan and transferred to the Plan,
and (d) earnings and losses thereon.

2.68 “Tax Deferred Contribution” means a contribution made by an
Employer in accordance with a Participant153s salary reduction agreement pursuant
to Section 4.01(a).

2.69 “Termination of Employment” means an Employee153s cessation of
employment with the Company and all Affiliates and Associated Companies as a
result of quitting, retirement, discharge, release or placement on extended
lay-off with no expectation of recall, or failure to return to active employment
upon expiration of an approved leave of absence.

2.70 “Testing Compensation” means the total of a Participant153s wages,
salary and other amounts paid by an Employer and reported in Internal Revenue
Service Form W-2, and any amounts deferred under section 402(g)(3) or 125 of the
Code and, effective January 1, 2001, section 132(f)(4) of the Code; provided,
however, for purposes of Sections 5.02, 5.03 and 5.04, the Plan Manager may
elect to exclude amounts deducted in accordance with sections 125, 132(f)(4),
and 402(e)(3) of the Code as Testing Compensation. Notwithstanding the
foregoing, any amounts deducted on a pre-tax basis for group health coverage
because the Participant is unable to certify that he or she has other health
coverage, so long as the Employer does not otherwise request or collect
information regarding the Participant153s other health coverage as part of the
enrollment process for the Employer153s health plan, shall be included as Testing
Compensation. Effective January 1, 2008, Compensation for purposes of this
Section shall include regular pay as described in Treasury Regulation section
1.415(c)-(2)(e)(3)(ii) if paid by the end of the Limitation Year that includes
the Employee153s termination of employment, or if later, 2-1/2 months after the
Employee153s termination of employment (“the Post-Termination Period”). Any
payments not described in the foregoing sentence shall not be considered
Compensation if paid after termination of employment, even if they are paid
within the Post Termination Period. Only the first $230,000, as adjusted in
accordance with section 401(a)(17)(B) of the Code and the regulations
thereunder, of the amount otherwise described in this Section shall be counted
on or after January 1, 2008. Effective January 1, 2009, Testing Compensation
shall include the amount of any military differential wage payments made by the
Employer to a Participant in accordance with section 3401(h) and section
414(u)(12) of the Code.

2.71 “Total Disability” means a condition resulting from injury or
sickness that, in the judgment of the Plan Manager or his or her designee:

(a) with regard to the first 24-months of an absence from Service due to a
condition resulting from the injury or sickness, constitutes a condition likely
to render the Participant unable to perform each of the material duties of his
regular occupation; and

(b) with regard to the period of an absence from Service due to a condition
resulting from the injury or sickness after the initial 24-months of such
absence, constitutes a condition which renders the Participant unable to perform
the material duties of any occupation for which he is reasonably fitted by
training, education or experience.

Notwithstanding the foregoing, however, in no event shall a Participant be
deemed to have incurred a Total Disability until he has exhausted all benefits
available under his Employer153s short-term disability plan or other plan
providing short term disability benefits. For purposes of this Section 2.71, a
determination of a Participant153s disabled status under the Unisys Long-Term
Disability Plan or similar long-term disability plan sponsored by an Employer
shall be deemed a conclusive and binding determination of the Participant153s
Total Disability status under the Plan.

2.72 “Trust” means the legal entity created by the trust agreement
between the Employer and the Trustee, fixing the rights and liabilities with
respect to controlling and managing the Fund for the purposes of the Plan.

2.73 “Trustee” means the party or parties appointed by the Board of
Directors as trustee of the Trust and named as trustee pursuant to the Trust
Agreement or any successors thereto.

2.74 “Unisys Stock” means Unisys Corporation common stock, par value
$0.01 per share.

2.75 “Valuation Date” means each day of each calendar year.

ARTICLE III

ELIGIBILITY FOR PARTICIPATION

3.01 Eligibility Requirement. An Employee shall be eligible to become
a Participant if he is a Covered Employee.

3.02 Participation Commencement Date. Each Covered Employee who was a
Participant as of December 31, 2011, shall continue to be a Participant on
January 1, 2012, if he is then a Covered Employee. Each other Covered Employee
shall be a Participant on his first day of employment as a Covered Employee.

3.03 Time of Participation-Excluded Employees. An Employee who is
ineligible to be a Participant because he is not a Covered Employee, shall
become a Participant as of the first day on which he becomes a Covered Employee.
A Participant shall cease to be an active Participant on any date on which he
ceases to be a Covered Employee; however, a Participant who ceases to be a
Covered Employee will remain a Participant for distribution purposes under the
Plan until such time as he no longer has a vested interest under the Plan.

ARTICLE IV

CONTRIBUTIONS

4.01 Tax Deferred Contributions.

(a)(1) Subject to the limitations contained in Article V, each Employer shall
make a Tax Deferred Contribution for the Plan Year to the Tax Deferred Account
of each of its Covered Employees who, with respect to such Plan Year is a
Participant and has filed a salary reduction notice with the Employer that
provides for a reduction in Compensation otherwise payable to the Participant by
a designated whole percentage that does not exceed the limit described in
paragraph (2), and a contribution of that amount by the Employer to the
Participant153s Tax Deferred Account.

(2) The amount of the Tax Deferred Contribution made for a Participant with
respect to any Plan Year pursuant to this subsection (a) shall be the amount
specified in the salary reduction notice. The percentage specified shall be a
whole percentage of the Participant153s Compensation not to exceed (A) 30% with
respect to a Participant who is a Non-Highly Compensated Employee or (B) 18%
with respect to

a Participant who is a Highly Compensated Employee. The Plan Manager may, in
its discretion, increase or decrease the maximum permissible amount of Tax
Deferred Contributions at any time and from time to time as it deems
appropriate. Any salary reduction notice shall relate only to Compensation as
yet unearned when the notice is filed and may not be amended during the period
to which it pertains, except that it may be terminated as to amounts unearned at
the date of a Participant153s Termination of Employment.

(b) Each Employer shall make an additional Salary Deferral Contribution for
the Plan Year to the Tax Deferred Account of each of its Covered Employees who,
with respect to such Plan Year is a Participant, is age 50 or older as of the
last day of the Plan Year, and has elected, in accordance with procedures
established by the Plan Manager and subject to any limitations imposed by the
Plan Manager, to make an additional Salary Deferral Contribution in an amount
not to exceed $1,000 for the Plan Year (or such other amount as may be
applicable under section 414(v) of the Code), reduced by, to the extent required
by the Code and applicable Treasury regulations, any other elective deferrals
contributed on the Participant153s behalf pursuant to section 414(v) of the Code
for the Plan Year; provided, however, that elective deferrals shall be treated
for all Plan purposes as contributed under subsection (a) above in lieu of this
subsection, unless the Participant is unable to make additional Salary Deferral
Contributions under subsection (a) above for the Plan Year due to limitations
imposed by the Plan or applicable federal law.

(c) Salary reduction notices pursuant to this Section 4.01 must be made
within the time prescribed by the Plan Manager and shall become effective in
accordance with the rules and procedures established by the Plan Manager.

(d) Subject to, and in accordance with, the rules and procedures established
by the Plan Manager, a Participant may elect to change, discontinue, or resume
the percentage of Compensation under his salary reduction notice. All such
elections shall become effective in accordance with the rules and procedures
established by the Plan Manager.

4.02 After-Tax Contributions.

(a) A Participant may make After-Tax Contributions to the Plan by filing a
salary reduction notice authorizing the Employer to reduce the after-tax
Compensation otherwise payable to the Participant by a designated whole
percentage (up to the limit specified in subsection (b)), and deposit such
amounts into the Participant153s After-Tax Contribution Account.

(b) The amount of the After-Tax Contribution made by a Participant with
respect to any Plan Year shall be the amount specified in the salary reduction
notice. The percentage specified shall be a whole percentage not to exceed
6% of the Participant153s Compensation.

Any salary reduction notice shall relate only to Compensation as yet unearned
when the notice is filed and may not be amended during the period to which it
pertains, except that it may be terminated as to amounts unearned at the date of
a Participant153s Termination of Employment.

(c) Salary reduction notices pursuant to this Section 4.02 must be made
within the time prescribed by the Plan Manager and shall become effective in
accordance with the rules and procedures established by the Plan Manager.

4.03 Matching Contributions. Subject to the limitations in Article V,
each Employer may make a Matching Contribution for each Plan Year to the ESOP
Account of each of its Covered Employees who, with respect to such Plan Year, is
a Participant and has filed a salary reduction notice in accordance with Section
4.01. If Matching Contributions are made under the Plan, such Matching
Contributions shall be in an amount determined in accordance with subsections
(a) and (b) below.

(a) Subject to the minimum set forth in subsection (b),

(1) With respect to a Participant whose employment is not subject to a
collective bargaining agreement or whose collective bargaining agreement
provides that such Participant shall be treated in the same manner as a
non-union Employee, the amount of the Matching Contribution made in accordance
with this Section 4.03 with respect to each pay period in the Plan Year
commencing January 1, 2011 shall be an amount equal to 50% of the first 6% of
Compensation contributed as a Tax Deferred Contribution made pursuant to Section
4.01(a); provided, that the maximum Matching Contribution payable to a
Participant shall not equal more than 3% of such Participant153s Compensation for
the period. With respect to each pay period in the Plan Year commencing January
1, 2007 and prior to January 1, 2009 the Matching Contribution made in
accordance with this Section 4.03 shall be an amount equal to 100% of the first
6% of Compensation contributed as a Tax Deferred Contribution made pursuant to
Section 4.01(a); provided, that the maximum Matching Contribution payable to a
Participant shall not equal more than 6% of such Participant153s Compensation for
the period. No Matching Contribution shall be made on or after January 1, 2009
and prior to January 1, 2011.

(2) With respect to a Participant not described in Section 4.03(a)(1), for
Plan Years commencing prior to January 1, 2009, the amount of the Matching
Contribution made in accordance with this Section 4.03 with respect to each pay
period in the Plan Year shall be an amount equal to 50% of the first 4% of
Compensation contributed as a Tax Deferred Contribution made pursuant to Section
4.01(a); provided, that the maximum Matching Contribution payable to a
Participant shall not equal more than 2% of such Participant153s Compensation for
the period. No Matching Contribution shall be made on or after January 1, 2009.

(b) Notwithstanding anything in subsection (a) to the contrary:

(1) each Participant who was employed by an Employer at any time during the
period beginning July 1, 1998 and ending December 31, 1998 who had Tax Deferred
Contributions made on his behalf for the Plan Year ending December 31, 1998
shall receive a minimum Matching Contribution for such Plan Year in an amount
equal to the lesser of:

(A) 1% of the Participant153s Compensation not in excess of $80,000 for the
period July 1, 1998 through December 31, 1998; or

(B) 25% of the total of the Tax Deferred Contributions made on behalf of the
Participant for the Plan Year (regardless of when the Tax Deferred Contributions
were made during such Plan Year).

(2) for periods on or after January 1, 1999 but prior to January 1, 2009,
each Participant who was employed by an Employer on December 31 of a Plan Year
beginning on or after January 1, 1999 and who had Tax Deferred Contributions
made on his behalf shall receive a minimum Matching Contribution, in accordance
with procedures adopted by the Plan Manager, in an amount, when added to the
Matching Contributions made on behalf of such Participant (before application of
this paragraph), equal to (a) in the case of a Participant whose employment is
not subject to a collective bargaining agreement or whose collective bargaining
agreement provides that such Participant shall be treated in the same manner as
a non-union Employee, 6% of the Participant153s Compensation not in excess of the
limit described in section 401(a)(17) of the Code as in effect with respect to
such Plan Year, or (b) in the case of a Participant not described in the
preceding subsection (a), the lesser of:

(A) 2% of the Participant153s Compensation not in excess of the limit described
in section 401(a)(17) of the Code as in effect with respect to such Plan Year;
or

(B) 50% of the total of the Tax Deferred Contributions made on behalf of the
Participant for the Plan Year.

4.04 GPEP Contributions. No contributions may be made to an
individual153s GPEP Account with respect to any Plan Year beginning on or after
January 1, 1998. Amounts, if any, allocated to a Participant153s GPEP Account
prior to January 1, 1998 shall continue to be held in the GPEP Account until
distributed in accordance with the terms of the Plan.

4.05 Qualified Nonelective Contributions. Subject to the limitations
described in Article V, each Employer shall make a Qualified Nonelective
Non-ESOP Contribution, a Qualified Nonelective ESOP Contribution, or both in
such amount, if any, as the Board shall determine. Qualified Nonelective
Non-ESOP Contributions made by an Employer

shall be allocated to the Qualified Nonelective Non-ESOP Account of its
employees who are both Participants and Non-Highly Compensated Employees.
Qualified Nonelective ESOP Contributions made by an Employer shall be allocated
to the Qualified Nonelective ESOP Account of its employees who are both
Participants and Non-Highly Compensated Employees.

4.06 Rollover Contributions. With the approval of the Plan Manager, a
Participant may contribute to a Rollover Account all or a portion of the amount
payable to the Participant as an eligible rollover distribution from an eligible
retirement plan (as defined under section 401(a)(31) of the Code). Any payment
to the Plan pursuant to this Section 4.06 shall be made as a direct rollover
that satisfies section 401(a)(31) of the Code or shall be made to the Plan
within 60 days after the Participant153s receipt of the distribution from the plan
or individual retirement account in such manner as may be approved by the Plan
Manager.

4.07 Contribution Attributable to Military Service. If a Participant
returns to employment with the Employer following a period of service in the
Armed Forces of the United States for which an Employer is required to give
reemployment rights by law, the Employer contributions to the Plan with respect
to such period shall be as follows:

(a) During the period that begins on the date of the Participant153s return to
employment and lasts for the lesser of (1) the product of 3 multiplied by the
applicable period of military service; or (2) five years, the Participant may
elect a Compensation reduction in return for the corresponding Tax Deferred
Contributions on his behalf, or After-Tax Contributions, as applicable, that
could have been made if the Participant had continued to be employed and
received Compensation during the applicable period of military service.

(b) The Employer shall contribute to the Plan, on behalf of each Participant
who has been credited under subsection (a) with Tax Deferred Contributions or
After-Tax Contributions, Matching Contributions equal to the amount of Matching
Contribution that would have been required under Section 4.03 had such Tax
Deferred or After-Tax Contributions, as applicable, been made during the
applicable period of military service.

A Participant who is entitled to a contribution pursuant to this Section 4.07
shall not be entitled to receive corresponding retroactive earnings attributable
to such contribution nor shall he be entitled to participate in the allocation
of any forfeiture that occurred during his period of military service. For
purposes of this Section 4.07, an Employee153s Compensation for the applicable
period of military service shall be deemed to equal the amount of Compensation
the Employee would have received from the Employer during such period, based on
the rate of pay the Employee would have received from the Employer but for the
absence due to military service, or, if such rate of pay is not reasonably
certain, the Employee153s average Compensation during the 12-month period
immediately before the qualified military service or, if shorter, the period of
employment immediately before the qualified military service. The limitations
under Sections 5.01 and 5.04 are applicable to contributions made pursuant to
this Section 4.07 for the Plan Year to which the contributions relate. The
limitations under Sections 5.02 and 5.03 shall not apply to contributions made
pursuant to subsections (a) or (b) of this Section 4.07.

4.08 Allocation of Payments Relating to Executive Life Insurance Company
Insolvency. To the extent the Plan is paid any amount from a state guaranty
association with regard to the insolvency of Executive Life Insurance Company in
1991, such amount shall be allocated on a pro rata basis, in accordance with
procedures adopted by the Plan Manager to the Accounts of any Participant who
(a) resided in such state on the applicable trigger date for coverage under the
state153s guaranty association statute, and (b) had any portion of his Accounts
invested, as of April 11, 1991, in a fund that held an Executive Life Insurance
Company guaranteed investment contract. The specific Accounts to which a
Participant153s allocation shall be credited shall be the Accounts which were
invested in the guaranteed investment contract.

4.09 Form and Timing of Contributions. Contributions shall be made to
the Fund as soon as administratively practicable after the close of the payroll
period to which they relate. In no event, however, shall Tax Deferred and
After-Tax Contributions be made to the Fund later than the date prescribed under
applicable regulations. In no event shall Matching Contributions be made to the
Fund later than the last date on which amounts so paid may be deducted for
federal income tax purposes by the contributing Employer for the taxable year in
which the Plan Year ends. Effective January 1, 2011, all Matching Contributions
shall be made in the form of Unisys Stock. The value of the Unisys Stock
contributed as Matching Contributions shall be equal to the fair market value of
such stock on the date such Matching Contributions is actually made to the Fund,
determined in accordance with procedures established by the Plan Manager and the
Trustee.

4.10 Recovery of Employer Contributions. The Employer may recover its
contributions under the Plan as follows:

(a) if a contribution is made by an Employer under a mistake of fact, the
excess of the amount contributed over the amount that would have been
contributed had there not occurred a mistake of fact may be recovered by the
Employer within one year after payment of the contribution; or

(b) if the contribution is conditioned upon its deductibility under section
404 of the Code, the contribution may be recovered, to the extent a deduction is
disallowed, within one year after the disallowance.

Earnings attributable to an excess contribution may not be recovered by the
Employer. Any losses attributable to the excess contribution shall reduce the
amount the Employer may recover.

4.11 Plan Expense Contributions. The Employer, in its sole discretion,
may contribute to the Plan, at any time and from time to time, such cash amounts
as it shall determine in its sole discretion, which contributions shall be used
to pay expenses of the Plan as determined by the Plan Manager. Such
contributions shall be allocated as

of the end of the Plan Year with respect to which such contribution is made,
on a per capita basis, among all Participants who are employed on the last day
of such Plan Year. Anything contained in this Article IV, Article VI, Article
VII, Article X, or elsewhere in the Plan to the contrary notwithstanding, (i)
Plan Expense Contributions may be made by the Employer for a Plan Year at any
time, but not later than the date on which amounts so contributed may be
deducted for federal income tax purposes by the contributing Employer for the
taxable year on or within which such Plan Year ends; (ii) a Participant may not
direct the investment of amounts credited to his Plan Expense Contribution
Account, instead, such amounts shall be invested by the Investment Committee in
short-term investments pending the use of such amounts to pay plan expenses;
(iii) a Participant shall be fully vested in amounts credited to the
Participant153s Plan Expense Contribution Account; and (iv) no withdrawals or
loans may be made by a Participant with respect to amounts credited to the
Participant153s Plan Expense Contribution Account.

ARTICLE V

LIMITATIONS ON EMPLOYER CONTRIBUTIONS

5.01 Dollar Limitation on Tax Deferred Contributions.

(a) The Tax Deferred Contribution made on behalf of a Participant pursuant to
Section 4.01(a) for a calendar year shall not exceed the dollar limit specified
under section 402(g) of the Code. This dollar limit shall be reduced by the
amount, if any, contributed on behalf of the Participant under any other
qualified cash or deferred arrangement, simplified employee pension or annuity
established under section 403(b) of the Code for the calendar year, other than
elective deferral contributions made pursuant to section 414(v) of the Code.

(b) In the event that the dollar limit described in subsection (a) is
exceeded for a Participant, the Plan Manager shall direct the Trustee to
distribute by April 15 of the following calendar year, the amount of excess Tax
Deferred Contributions, plus earnings thereon. The earnings and losses allocable
to such excess Tax Deferred Contributions shall include earnings for the Plan
Year for which the excess Tax Deferred Contributions were made and, for amounts
contributed for Plan Years before January 1, 2008, for the period between the
end of such Plan Year and the date of the distribution. The earnings and losses
allocable to excess Tax Deferred Contributions shall be equal to the allocable
earnings and losses for the Plan Year plus the Gap Period Income and shall be
determined as of a date that is no more than seven days prior to the date of
distribution. Effective with respect to Tax Deferred Contributions that are
contributed to the Plan in any Plan Year commencing January 1, 2008 or later,
any distribution of excess Tax Deferred Contributions pursuant to this
subsection (b) shall include the income, if any, allocable to such excess Tax
Deferred Contributions, determined as of the last day of the Plan Year preceding
such distribution without regard to Gap Period Income.

(c) The Participant shall forfeit any Matching Contributions (excluding
Matching Contributions forfeited or distributed pursuant to the provisions of
Sections 5.03(b)(4) and (5)) and earnings, allocated to him or her by reason of
the distributed Tax Deferred Contributions.

5.02 Limitation on Tax Deferred Contributions for Highly Compensated
Employees.

(a) For each Plan Year the average of the Actual Deferral Percentages for
Participants who are Highly Compensated Employees shall be compared to the
average of the Actual Deferral Percentages for the other Participants for the
current Plan Year; the average of the Actual Deferral Percentages for
Participants who are Highly Compensated Employees shall not exceed the greater
of:

(1) the average of the Actual Deferral Percentages for Participants who are
Non-Highly Compensated Employees for the current Plan Year, multiplied by 1.25;
or

(2) the lesser of:

(A) the average of the Actual Deferral Percentages for Participants who are
Non-Highly Compensated Employees for the current Plan Year multiplied by two, or

(B) the average of the Actual Deferral Percentages for Participants who are
Non-Highly Compensated Employees for the current Plan Year plus two.

In the event that the Plan satisfies the requirements of section 401(a)(4),
401(k) or 410(b) of the Code only if aggregated with one or more other qualified
retirement plans, or if one or more other qualified retirement plans satisfy the
requirements of these sections only if aggregated with the Plan, then this
subsection (a) shall be applied as if all such plans were a single plan.

(b) If in the Plan Year, the average of the Actual Deferral Percentages for
Participants who are Highly Compensated Employees exceeds the limit in
subsection (a) for a Plan Year, the Plan Manager shall:

(1) determine the amount by which the Actual Deferral Percentage for Highly
Compensated Employee or Employees with the highest Actual Deferral Percentage or
Percentages for the Plan Year would need to be reduced to comply with the limit
in subsection (a);

(2) convert the excess percentage amount determined under clause (1) into a
dollar amount; and

(3) reduce the Tax Deferred Contributions of the Highly Compensated Employee
with the greatest dollar amount of Tax Deferred Contributions made on their
behalf with respect to the Plan Year pursuant to Section 4.01(a) by the lesser
of (A) the amount by which the dollar amount of the affected Highly Compensated
Employee153s Tax Deferred Contributions made pursuant to Section 4.01(a) exceeds
the dollar amount of the Highly Compensated Employee with the next highest
dollar amount of Tax Deferred Contributions made pursuant to Section 4.01(a), or
(B) the amount of the excess dollar amount determined under clause (2); and

(4) either:

(A) direct the Trustee to return the excess Tax Deferred Contributions, as
adjusted in accordance with subsection (d), to the individuals from whose
Accounts the excess Tax Deferred Contributions were obtained within two and
one-half months following the close of the Plan Year, if administratively
practicable, but in no event later than the close of the following Plan Year;

(B) recharacterize the Tax Deferred Contribution as an After-Tax
Contribution, to the extent permitted by the applicable Treasury regulations, no
later than two and one-half months following the close of the Plan Year; or

(C) make Qualified Nonelective Non-ESOP Contributions, as described under
Section 4.05, to the extent necessary to satisfy subsection (a).

(c) To the extent that a Matching Contribution relates to excess Tax Deferred
Contributions returned or recharacterized pursuant to subsection (b)(4), such
Matching Contributions, as adjusted in accordance with subsection (d), shall be
forfeited immediately. Amounts forfeited during the Plan Year shall be used to
reduce future Matching Contributions made by the Employer.

(d) The excess Tax Deferred Contributions returned or recharacterized
pursuant to subsection (b), and any Matching Contributions forfeited pursuant to
subsection (c) shall be adjusted for any income or loss thereon up to the date
of distribution or forfeiture, as applicable, using the Plan153s method for
allocating income and loss as provided under Section 5.05.

(e) The amount of the excess Tax Deferred Contributions to be returned
pursuant to subsection (b) for a Plan Year shall be reduced by the amount of
excess Tax Deferred Contributions previously distributed to the Highly
Compensated Employee pursuant to Section 5.01(b) for such Employee153s taxable
year ending on or within the Plan Year for which the excess Tax Deferred
Contributions are returned pursuant to subsection (b).

5.03 Limitation on After-Tax Contributions and Matching Contributions for
Highly Compensated Employees.

(a) For each Plan Year the average of the Actual Contribution Percentages for
Participants who are Highly Compensated Employees shall be compared to the
average of the Actual Contribution Percentages for the other Participants for
the current Plan Year; the average of the Actual Contribution Percentages for
Participants who are Highly Compensated Employees shall not exceed the greater
of:

(1) the average of the Actual Contribution Percentages for Participants who
are Non-Highly Compensated Employees for the current Plan Year multiplied by
1.25; or

(2) the lesser of:

(A) the average of the Actual Contribution Percentages for Participants who
are Non-Highly Compensated Employees for the current Plan Year multiplied by
two, or

(B) the average of the Actual Contribution Percentages for Participants who
are Non-Highly Compensated Employees for the current Plan Year plus two.

In the event that the Plan satisfies the requirements of section 401(a)(4),
401(m) or 410(b) of the Code only if aggregated with one or more other qualified
retirement plans, or if one or more other qualified retirement plans satisfy the
requirements of these sections only if aggregated with the Plan, then this
subsection (a) shall be applied as if all such plans were a single plan.

(b) If in any Plan Year the average of the Actual Contribution Percentages
for Participants who are Highly Compensated Employees exceeds the limit in
subsection (a) for a Plan Year, the Plan Manager shall:

(1) determine the amount by which the Actual Contribution Percentage for
Highly Compensated Employee or Employees with the highest Actual Contribution
Percentage or Percentages for the Plan Year would need to be reduced to comply
with the limit in subsection (a);

(2) convert the excess percentage amount determined under clause (1) into a
dollar amount; and

(3) reduce the After-Tax Contributions (including any Tax Deferred
Contributions recharacterized as After-Tax Contributions pursuant to Section
5.02(b)(4)(B)) and then, to the extent necessary, the Matching Contributions of
the Highly Compensated Employee with the greatest dollar amount of aggregate
After-Tax and Matching Contributions made on their behalf with respect to the
Plan Year by the lesser of (A) the amount by which the dollar amount of the
affected Highly Compensated Employee153s aggregate After-Tax and Matching
Contributions exceeds the dollar amount of the Highly Compensated Employee with
the next highest dollar amount of After-Tax and Matching Contributions, or (B)
the amount equal to the excess dollar amount determined under clause (2); and

(4) either:

(A) direct the Trustee to return the excess After-Tax Contributions and
vested Matching Contributions, as adjusted in accordance with subsection (c), to
the individuals from whose Accounts the excess Matching Contributions were
obtained within two and one-half months following the close of the Plan Year, if
administratively practicable, but in no event later than the close of the
following Plan Year; or

(B) make Qualified Nonelective Non-ESOP Contributions, as described under
Section 4.05, to the extent necessary to satisfy the limit under subsection (a);
and

(5) direct the Trustee to forfeit the excess unvested Matching Contributions,
as adjusted in accordance with subsection (c), to the individuals from whose
Accounts the excess Matching Contributions were obtained. Amounts forfeited
during the Plan Year shall be used to reduce future Matching Contributions made
by the Employer.

(c) To the extent that a Matching Contribution relates to excess After-Tax
Contributions returned pursuant to subsection (b)(4), such Matching
Contributions, as adjusted in accordance with subsection (d), shall be forfeited
immediately. Amounts forfeited during the Plan Year shall be used to reduce
future Matching Contributions made by the Employer.

(d) The excess After-Tax and Matching Contributions returned or
recharacterized pursuant to subsection (b) shall be adjusted for any income or
loss thereon up to the date of the distribution or forfeiture, as applicable,
using the Plan153s method for allocating income and loss as provided under Section
5.05.

5.04 Limitations on Allocations.

(a) The maximum allowable addition to any Participant153s Accounts for any Plan
Year shall be the lesser of:

(1) $40,000 (as adjusted under section 415(d) of the Code); or

(2) 100% of the Participant153s Testing Compensation for the Plan Year.

For purposes of this Section 5.04, an addition shall not include Tax Deferred
Contributions made pursuant to Section 4.01(b) and Rollover Contributions but
shall include all other contributions and forfeitures allocated to a
Participant153s Accounts for the Plan Year, and all contributions and forfeitures
under any other defined contribution plan of the Company or an Affiliate (other
than elective deferral contributions made pursuant to section 414(v) of the
Code).

(b) If the addition to any Participant153s Accounts (other than his Rollover
Account) for any Plan Year exceeds the maximum annual allowable addition to such
Participant153s Accounts under subsection (a), then the excess amount shall be
eliminated by reducing the additions made to such Participant153s account, by
first reducing the Participant153s After-Tax Contributions and related Matching
Contributions to the extent necessary or, if less, to the extent the After-Tax
Contributions made with respect to the Plan Year are exhausted. To the extent
there is an excess remaining after this reduction, the Tax Deferred
Contributions and related Matching Contributions made on behalf of such
Participant shall be reduced. To the extent that an excess remains after this
reduction, the Matching Contribution of the Participant shall be reduced. Any
After-Tax or Tax Deferred Contributions reduced pursuant to this subsection (b)
shall be returned to the Participant. Any Matching Contributions reduced
pursuant to this subsection (b) shall be held in a suspense account (which shall
share in the investment gains and losses of the Fund) by the Trustee until the
following Plan Year. Such amounts shall be used in the following Plan Year to
reduce the Matching Contributions otherwise payable by the Employer by which the
Participant is employed in such subsequent Plan Year. Effective January 1, 2008,
notwithstanding anything herein to the contrary, any annual additions that are
determined to be excess under this Section shall only be corrected as
permissible under applicable guidance, including the Employee Plans Compliance
Resolution System that is issued by the Internal Revenue Service.

(c) In no event shall the amount allocated to the Account of any Participant
for any Limitation Year cause the sum of the “defined contribution fraction” and
the “defined benefit fraction,” as such terms are defined in section 415(e) of
the Code, to exceed 1.0, or such other limitation as may be applicable under
section 415 of the Code with respect to any combination of qualified plans of
the Employer or an Affiliate without disqualification of any such plan. In the
event that the amount tentatively available for allocation to the Account of any
Participant in any Limitation Year exceeds the maximum amount permissible
hereunder, benefits under the defined benefit plan or plans in which the
Participant is participating shall be adjusted to the extent necessary to
satisfy the requirements of section 415(e) of the Code. Notwithstanding the
foregoing, the limitations described above in this subsection (c) shall not
apply with respect to payments due on or after the first day of the limitation
year beginning January 1, 2000; provided, however, that the aggregate benefits
payable to, or on account of, a Participant who is not credited with an Hour of
Service on or after January 1, 2000 shall continue to be subject to the
limitations described above in this subsection (c).

5.05 Distribution or Forfeiture of Income. Effective January 1, 2008,
any distribution or forfeiture of Tax Deferred Contributions, After-Tax
Contributions or Matching Contributions necessary pursuant to Section 5.02 and
5.03 shall include a distribution or forfeiture of the income, if any, allocated
to such contributions determined as of the last day of the Plan Year preceding
such distribution without regard to Gap Period Income

5.06 Overall Deductibility Limit. In no event may the aggregate
contribution made by an Employer under the Plan for a Plan Year exceed the
amount that may be deducted under section 404 of the Code with respect to such
Plan Year.

ARTICLE VI

INVESTMENT AND VALUATION OF ACCOUNTS

6.01 Investment Direction by Participants. Except as otherwise
provided in Section 6.02, each Participant shall direct the Trustee to invest
the amounts credited to his Accounts in one or more Investment Funds, subject to
the rules and procedures established by the Plan Manager. A Participant153s
investment direction shall be made at the time and in the manner prescribed by
the Plan Manager. If any balance remains in a Participant153s Accounts after his
death, his Beneficiary shall direct the investment of the amounts credited to
the Accounts as if the Beneficiary were the Participant. To the extent required
by a Qualified Domestic Relations Order, the alternate payee of a Participant
shall direct the investment of the amounts credited to the Participant153s
Accounts as though the alternate payee were the Participant. To the extent a
Participant, Beneficiary or alternate payee directs the investment of the
amounts credited to his Accounts, this Plan is intended to be subject to section
404(c) of ERISA, as described under Section 6.07. To the extent that a
Participant, Beneficiary or alternate payee does not direct the investment of
his Account, his or her Account shall be invested pending such direction in the
Qualified Default Investment Alternative; provided that effective January 1,
2011, the default investment for Matching Contributions shall be the Unisys
Common Stock Fund. Notwithstanding the foregoing, the Investment Committee shall
have the right to adopt rules and procedures to govern Participant, Beneficiary
or alternate payee investment elections and directions under the terms of the
Plan, whether or not such rules and procedures are required by the investment
funds.

6.02 Restrictions on Participant Investment Direction. Notwithstanding
the investment direction otherwise provided to Participants under Section 6.01,
the restrictions set forth below shall apply to the availability of investment
direction to Participants.

(a) For periods prior to February 1, 2000, a Participant may not direct the
investment of amounts held under his GPEP Account. Instead, with respect to such
periods, a Participant153s GPEP Account shall be invested solely in the Unisys
Common Stock Fund.

(b) The portion of a Participant153s ESOP Account and Regular Account
(excluding amounts attributable to the Burroughs Plan or the Sperry Plan)
contributed in the form of Unisys stock attributable to amounts contributed
prior to January 1, 2007 shall be invested solely in the Unisys Common Stock
Fund until the Plan Year in which the Participant is expected to attain age 50.
As of the first day of the Plan Year in which the Participant is expected to
attain age 50, a Participant may direct the investment of the portion of his
ESOP Account and Regular Account attributable to amounts contributed prior to
January 1, 2007 in accordance with Section 6.01. Effective January 1, 2007, a
Participant may direct the investment of the portion of his ESOP Account and
Regular Account in accordance with Section 6.01, regardless of age.

(c) Generally, the portion of a Participant153s Accounts attributable to the
Sperry Plan may be invested in accordance with Section 6.01; provided, however,
that any amounts that a Participant directed to have invested in the Unisys
Common Stock Fund prior to January 1, 2007 must remain in such Investment Fund
until the first day of the Plan Year in which the Participant is expected to
attain age 50. Effective January 1, 2007, a Participant may direct the
investment of the portion of his Accounts attributable to the Sperry Plan that
the Participant directed to have invested in the Unisys Common Stock Fund in
accordance with Section 6.01, regardless of age.

6.03 Investment Funds. The Investment Funds available under the Plan
(other than the Unisys Common Stock Fund) shall be designated by, and at the
sole discretion of, the Investment Committee, provided that, effective January
13, 2011, in no event shall there be more than 25 Investment Funds available
under the Plan, including the Unisys Common Stock Fund as provided in Section
6.05, and one or more life-cycle or target-retirement-date funds whose assets
are allocated based on each such fund153s target date. The Investment Committee,
at its sole discretion, may from time to time designate or establish new
investment funds or eliminate existing Investment Funds (other than the Unisys
Common Stock Fund). Investment in any Investment Fund shall be made in
accordance with rules formulated by the Investment Committee and the accounting
procedures applied under the Plan shall be modified by the Investment Committee
to the extent they deem appropriate to reflect investments in that Investment
Fund. The Investment Committee has the authority to select and appoint
Investment Managers. The Investment Funds may be managed by the Trustee or an
Investment Manager. Pending investment, reinvestment or distribution, as
provided in the Plan, the Trustee or Investment Manager may temporarily retain
the assets of any one or more Investment Funds in cash, commercial paper,
short-term government obligations or, unless otherwise directed by the
Investment Committee, undivided interests or participations in common or
collective funds consisting of short-term investments, including funds of the
Trustee or Investment Manager.

6.04 Valuation of the Fund. As of each Valuation Date, any increase or
decrease in the fair market value of each Investment Fund (net after deduction
of liabilities) since the preceding Valuation Date shall be credited to or
deducted from the Accounts, if any, of each Participant. The allocation for each
Investment Fund shall be made in the proportion that the balance in each Account
invested in the Investment Fund as of the Valuation Date bears to the aggregate
balance in all Accounts invested in the Investment Fund on that date. For
purposes of the preceding sentence, the Employer153s contributions to the Plan for
the current year shall be excluded. The fair market value of investments shall
be determined in accordance with any reasonable method permitted under
regulations prescribed by the United States Department of the Treasury and such
reasonable and uniform rules as the Trustee may adopt.

6.05 Unisys Common Stock Fund. The Investment Funds under the Plan
shall include the Unisys Common Stock Fund, which is an Investment Fund
providing for investment and reinvestment exclusively in Unisys Stock, except to
the extent cash is held to facilitate purchases and sales within the fund.
Investments in the Unisys Common Stock Fund shall be accounted for on the basis
of units of the Unisys

Common Stock Fund. Shares of Unisys Stock and cash received by the Unisys
Common Stock Fund that are attributable to dividends, stock dividends, stock
splits or to any reorganization or recapitalization of Unisys Corporation shall
remain in or be invested in, as applicable, the Unisys Common Stock Fund and
allocated to the Participant Accounts in proportion to the number of units of
the Unisys Common Stock Fund held in such accounts. The transfer taxes,
brokerage fees and other expenses incurred in connection with the purchase, sale
or distribution of Unisys Stock, including Unisys Stock contributed as Matching
Contributions, shall be paid by the Unisys Common Stock Fund. In addition, the
Unisys Common Stock Fund shall bear any other administrative fees and expenses
incurred by the Plan in connection with the transfer of the Participant153s
interest in the Unisys Common Stock Fund. The voting and tendering of Unisys
Stock held in the Unisys Common Stock Fund shall be subject to the following:

(a) For purposes of this Section, shares of Unisys Stock shall be deemed to
be allocated and credited to each applicable Account of the Participant in an
amount to be determined based on the balance in such account on the accounting
date coincident with or next preceding the record date of any vote or tender
offer and the closing price of Unisys Stock on such accounting date or if not
traded on that date, on the business day on which shares of Unisys Stock were
last traded before that accounting date.

(b) Each Participant who has any amounts under his Account invested in the
Unisys Common Stock Fund shall be given notice by the Trustee of the date and
purpose of each meeting of the stockholders of the Company at which shares of
Unisys Stock are entitled to be voted, and instructions shall be requested from
each such Participant as to the voting at the meeting of such Unisys Stock. If
the Participant furnishes instructions within the time specified in the
notification given to him, the Trustee shall vote such Unisys Stock in
accordance with the Participant153s instructions. Shares of Unisys Stock that have
not been credited to any Participant153s Account or for which no instructions were
timely received by the Trustees, whether or not credited to the Account of any
Participant shall be voted by the Trustee in the same proportion that the
allocated and voted shares of Unisys Stock have been voted by Participants. The
Investment Committee shall establish procedures under which notices shall be
furnished to Participants as required by this subsection (b) and under which the
Participants153 instructions shall be furnished to the Trustee.

(c) Each Participant who has any amounts under his Account invested in the
Unisys Common Stock Fund shall be given notice of any tender offer for, or a
request or invitation for tenders of, Unisys Stock made to the Trustees.
Instructions shall be requested from each such Participant as to the tendering
of shares of Unisys Stock credited to his Account and for this purpose
Participants shall be provided with a reasonable period of time in which they
may consider any such tender offer for, or request or invitation for tenders of,
Unisys Stock made to the Trustees. The Trustees shall tender such Unisys Stock
as to which the Trustees have received instructions to tender from Participants
within the time specified. Unisys Stock credited to an Account as to which the
Trustee has not received instructions from a Participant shall not be tendered.
Shares of stock that have not been credited to any Participant153s Account

shall be tendered by the Trustee in the same proportion that the allocated
and tendered shares of Unisys Stock have been tendered by Participants. The
Investment Committee shall establish procedures under which notices shall be
furnished to Participants as required by this subsection (c) and under which the
Participants153 instructions shall be furnished to the Trustee. In carrying out
their responsibilities under this subsection (c) the Trustees may rely on
information furnished to them by (or under procedures established by) the
Investment Committee.

(d) For all purposes of this Section 6.05, the number of shares of Unisys
Stock held in a Participant153s Account which are invested in the Unisys Common
Stock Fund shall be the number of shares of Unisys Stock represented by the
number of units held in such accounts after reducing such number of units by the
number of units in such accounts which represent cash.

(e) With respect to Participants subject to Section 16 of the Securities
Exchange Act of 1934, the Investment Committee shall apply any requirements or
restrictions required for the Plan to obtain the protections of Rule 16b-3 under
the Securities Exchange Act of 1934 or any successor Rule or regulation intended
to replace Rule 16b-3.

6.06 Special Rule Regarding Appraisal of Unisys Stock. If at any time
the Unisys Stock held by the ESOP Portion of the Plan is not readily tradable on
an established securities market, all valuations of such Unisys Stock with
respect to activities carried on by the Plan shall be made by an independent
appraiser meeting the requirements of section 401(a)(28) of the Code.

6.07 Section 404(c) Compliance. The Plan is intended to constitute a
plan described in section 404(c) of ERISA and section 2550.404c-1 of the United
States Department of Labor regulations. Thus, no fiduciary of the Plan shall be
liable for any loss, or by reason of any breach, which results from any
investment direction made by a Participant, Beneficiary or alternate payee under
a Qualified Domestic Relations Order. The Company or its delegate shall comply
with, or monitor compliance with, as required, all disclosure and other
responsibilities described in sections 2550.404c-1(b)(2)(i)(A) and
(b)(2)(i)(B)(1) of the United States Department of Labor regulations except that
the Trustee shall monitor compliance with those procedures established to
provide confidentiality of information relating to the exercise of voting and
tender rights by Participants. If the Company determines that a situation has
potential for undue influence by the Company, the Company shall direct an
independent party to perform such activities as are necessary to ensure the
confidentiality of the rights of Participants.

ARTICLE VII

VESTING

7.01 Vesting Schedule.

(a) A Participant shall at all times be fully vested in the balance of his
After-Tax Account, Tax Deferred Account, GPEP Account, Tax Deductible
Contribution Account, and Rollover Account.

(b) A Participant employed by an Employer on or after January 1, 2000 shall
be fully vested in his ESOP Account and Regular Account. Before January 1, 2000,
a Participant generally was fully vested in his ESOP Account and Regular Account
upon his completion of a five-year period of Service; provided, however, that:

(1) a Participant who was formerly a participant in CTIP who incurs a
Severance from Employment after October 1, 1992 was at all times fully vested in
his Regular Account and ESOP Account.

(2) a Participant who was formerly a participant in the Burroughs Plan who
incurred a Termination of Employment after March 31, 1988, before being credited
with five years of Service, or who incurred a Termination of Employment on or
before March 31, 1988, before being credited with ten years of Service, shall
continue to be vested in the portion of his Account, if any, attributable to his
vested matching contributions previously made under the Burroughs Plan in
accordance with the terms of the Burroughs Plan on March 31, 1988.

Notwithstanding the foregoing, however, a Participant shall be 100% vested in
his ESOP and Regular Account upon the earliest of his attainment of Normal
Retirement Age or death, regardless of the number of his years of Service if
such event occurs prior to his Termination of Employment.

Effective January 1, 2007, a Participant shall be treated as in the
employment of the Employer or an Affiliate for purposes of the accelerated
vesting provisions set forth herein if he or she is absent from employment due
to performing qualified military service under section 414(u) of the Code and
dies during such absence from employment.

7.02 Forfeitures.

(a) The unvested portion of a Participant153s Accounts shall be forfeited as of
the earlier of the date described in paragraphs (1) and (2) below:

(1) as of the last day of the Plan Year in which a Participant incurs a
Period of Severance equal to five consecutive years;

(2) the last day of the Plan Year in which the Participant receives a
distribution of his vested interest under the Plan.

(b) For purposes of subsection (a), a Participant who terminates employment
with the Employer and all Affiliates and has no vested interest in his Accounts
at such time, shall be deemed to have received a single sum payment of his
entire vested interest in his Accounts as of the date of his Termination of
Employment. Restorations pursuant to this subsection (b) shall be made from
currently forfeited accounts in accordance with subsection (d), or from
additional contributions by the Employer.

(c) If a Participant whose unvested Account balance is forfeited in
accordance with this Section 7.02 is rehired by the Company, an Affiliate, or an
Associated Company before incurring a five-year Period of Severance, any amount
forfeited under this Section 7.02 shall be restored to his Accounts.
Restorations pursuant to this subsection (c) shall be made from currently
forfeited amounts in accordance with subsection (d) or from additional
contributions by the Employer.

(d) Amounts forfeited in accordance with this Section 7.02 with respect to a
Plan Year shall be used first to restore future amounts required to be restored
in accordance with subsections (b) or (c) with respect to the Plan Year. After
such restoration, if any, is made, such amounts shall be used to reduce the
Matching Contribution of the Employer of the Employee to whom the forfeiture
relates or pay Plan expenses.

ARTICLE VIII

AMOUNT OF BENEFITS

8.01 Benefits Upon Severance from Employment. A Participant who incurs
a Severance from Employment for a reason other than death shall be entitled to a
distribution of the entire vested balance of his Accounts as of the Valuation
Date coincident with or immediately preceding his Benefit Commencement Date.

8.02 Death Benefits. If a Participant153s Severance from Employment
occurs by reason of his death, his Beneficiary shall be entitled to a
distribution of the entire vested amount credited to the Participant153s Accounts
as of the Valuation Date coincident with or next following his Benefit
Commencement Date.

ARTICLE IX

PAYMENT AND FORM OF BENEFITS

9.01 Form of Benefit Paid to Participant.

(a) Unless a Participant elects otherwise in accordance with subsection (b),
any benefit due a Participant under Article IX shall be paid in a single sum,
subject to 9.04. If the vested Account balance to which a Participant is
entitled is zero as of the date of the Participant153s Severance from Employment,
such Participant shall be deemed to have received a single sum payment of his
entire vested Account balance under the Plan as of such date.

(b) If a Participant153s vested Account balance exceeds $1,000 as of his
Benefit Commencement Date, he may, in lieu of the single sum payment prescribed
under subsection (a), elect an optional form of distribution; provided that such
election must be in writing and be made within the Notice Period in the manner
prescribed by the Plan

Manager. Effective January 1, 2007, the Participant shall be provided with
information regarding the consequences of failing to defer distribution of his
vested Account balance until such later date as permitted under the Plan. The
optional forms of distribution among which a Participant may elect shall be
determined as follows:

(1) for periods prior to January 1, 2012, an annuity as described below:

(A) Unless an optional form of annuity is elected under paragraph (B), the
normal form of an annuity for a married participant is a Qualified Joint and
Survivor Annuity and the normal form of annuity for an unmarried participant is
a single life annuity.

(B) Subject to the election requirements described in this paragraph (B), a
Participant described under this paragraph (B) may elect to receive one of the
following forms of annuities in lieu of the normal form of annuity described
under paragraph (A):

(i) a reduced monthly pension payable to the Participant for life and after
his death, 50% to his Beneficiary for life; or

(ii) a single life annuity; or

(iii) effective January 1, 2008, a reduced monthly pension payable to the
Participant for life and after his death, 75% to his surviving Spouse for life
(this option is available only to married Participants) .

An election under this paragraph (B) is only valid if (i) it is in writing,
(ii) it is made within the Notice Period, and (iii) the Participant153s Spouse, if
any, consents to the form of benefit in writing and such consent is witnessed by
a notary public or an authorized representative of the Plan. Such election will
not be valid, however, if it is made before the Participant receives, within the
Notice Period, an explanation from the Plan Manager of (i) the terms and
conditions of the normal form of annuity and the other forms of benefit
available to him under the Plan, (ii) the Participant153s ability to make, and the
effect of, an election to waive the normal form of annuity, (iii) to the extent
applicable, the rights of the Participant153s Spouse; and (iv) the Participant153s
ability to make, and the effect of, a revocation of a previous waiver of the
normal form of annuity. Notwithstanding the foregoing, the consent of the
Participant153s Spouse is not required if the Participant elects option (iii)
above.

Notwithstanding any provision of the Plan to the contrary, the optional form
of distribution described in this subsection (b)(1) shall not apply on or after
January 1, 2012.

(2) monthly, quarterly, semi-annual or annual installments payable over a
period of no less than one-year and no greater than 20 years.

9.02 Benefit Commencement Date.

(a) Except as provided under this Article IX, if the Participant153s vested
Account balance as of his Benefit Commencement Date does not exceed $1,000, his
benefit under the Plan shall be paid in a single sum as soon as administratively
practicable following the Valuation Date coinciding with or next following date
of the Participant153s termination of employment with Employer.

(b) Except as otherwise provided under this Article IX, if the Participant153s
vested Account balance as of his Benefit Commencement Date is greater than
$1,000, the benefit payable to a Participant in accordance with Article VIII
shall be paid or commence as of the first day of the month following the
Participant153s attainment of Normal Retirement Age. If the Participant153s
Severance from Employment occurs before his attainment of Normal Retirement Age,
however, the Participant may elect, in writing, to have his benefit paid or
commence on the first day of any month following the month in which his
Severance from Employment occurred.

9.03 Form and Payment of Death Benefit. A Participant shall designate
a Beneficiary or Beneficiaries to receive any benefits which may be payable
under the Plan in the event of his death. If the vested Account balance to which
a Beneficiary is entitled is $1,000 or less, such amount shall be paid in a
single sum, subject to Section 9.04. If the Account balance payable upon a
Participant153s death is zero, the Participant153s Beneficiary shall be deemed to
have received a single sum payment of the Participant153s entire Account balance
under the Plan or on the date of the Participant153s death. If the vested Account
balance exceeds $1,000, the form of the death benefit shall be determined as
follows:

(a) If a married Participant dies before his Benefit Commencement Date:

(1) prior to January 1, 2012, if the Participant dies after electing an
annuity payment in accordance with Section 9.01(b) and his sole Beneficiary is
his surviving Spouse, unless his surviving Spouse elects otherwise in accordance
with subsection (b), the Participant153s vested Account balance shall be paid to
his surviving Spouse in the form of a single life annuity;

(2) if (A) a Participant is unmarried at the time of his death, or (B) is
married but either (i) prior to January 1, 2012, did not elect an annuity form
of payment under Section 9.01(b) of the Plan prior to his death, or (ii)
designated a Beneficiary other than or in addition to his Spouse, the
Participant153s vested Account balance shall be paid to his Beneficiary in a
single sum, subject to Section 9.04.

(b) If a Participant dies before his Benefit Commencement Date, his
Beneficiary may elect one of the following forms of payment in lieu of the form
described under subsection (a):

(1) an immediately payable single sum;

(2) for periods prior to January 1, 2012, a single life annuity; or

(3) monthly installment payments over a period of no less than the life
expectancy of the Beneficiary.

(c) If a Participant dies on or after his Benefit Commencement Date but
before the entire amount of his benefit has been paid, the remaining amount
shall be paid to his Beneficiary in the form and over the period being used at
the Participant153s date of death.

With respect to a Benefit Commencement Date beginning before March 22, 1999,
the $1,000 threshold under this Section 9.03 shall take into account all amounts
withdrawn or distributed prior to such Benefit Commencement Date.

9.04 Form of Single Sum Distributions. If a benefit under the Plan is
payable in a single sum, such amount shall generally be paid in cash. However, a
Participant or Beneficiary entitled to a distribution may elect, in the form and
manner prescribed by the Plan Manager, to receive the vested balance of the
Account invested in the Unisys Common Stock Fund in the form of whole shares of
Unisys Stock (and cash with respect to fractional shares). Before any
distribution is made from the Plan in a single sum, the portion of a
Participant153s ESOP Account that has been invested in Investment Funds other than
the Unisys Common Stock Fund, shall be automatically reinvested in the Unisys
Common Stock Fund before distribution.

9.05 Put Options. If the Unisys Stock held under the ESOP Portion of
the Plan is not readily tradable on an established securities market (within the
meaning of section 409(h)(1)(B) of the Code), any Participant who is entitled to
a distribution of such shares from the Plan shall have a right to require the
Company to repurchase such shares in accordance with section 409(h)(1)(B) of the
Code. Unisys Stock held under the ESOP Portion of the Plan shall not be subject
to a put, call, or other option, or a buy-sell or similar arrangement either
while held by the Plan or when distributed to or on account of a Participant
whether or not the Plan is then an Employee Stock Ownership Plan.

9.06 Direct Rollovers. In the event any payment or payments to be made
under the Plan to a Participant, a Beneficiary who is the surviving Spouse of a
Participant, or an alternate payee who is the former spouse of a Participant,
would constitute an “eligible rollover distribution,” such individual may
request that such payment or payments be transferred directly from the Plan to
the trustee of an “eligible retirement plan.” Any such request shall be made in
writing, on the form prescribed by the Plan Manager for such purpose, at such
time in advance as the Plan Manager may specify.

For purposes of Section 9.06, an “eligible rollover distribution” shall mean
a distribution from the Plan, excluding (1) any distribution that is one of a
series of substantially equal periodic payments (not less frequently than
annually) over the life (or life expectancy) of the individual, the joint lives
(or joint life expectancies) of the individual and the individual153s designated
Beneficiary, or a specified period of ten or more years, (2) any distribution to
the extent such distribution is required under section 401(a)(9) of the Code,
(3) any hardship distribution described in section 401(k)(2)(B)(i)(IV) of the
Code;

and (4) any other distribution that does not qualify as eligible for
rollover. A portion of a distribution shall not fail to be an eligible rollover
distribution merely because the portion consists of After-Tax Contributions
which are not includible in gross income. The nontaxable portion of an “eligible
rollover distribution” may be rolled over tax-free to an eligible rollover plan
as specified below if the eligible rollover plan provides for separate
accounting of the amount transferred and earnings on such amounts.

For purposes of Section 9.06, an “eligible retirement plan” shall mean (i) an
individual retirement account described in section 408(a) of the Code, (ii) an
individual retirement annuity described in section 408(b) of the Code (other
than an endowment contract), (iii) an annuity plan described in section 403(a)
of the Code, (iv) a qualified plan under section 401(a) of the Code, the terms
of which permit the acceptance of rollover distributions, (v) an eligible
deferred compensation plan described in section 457(b) of the Code that is
maintained by an eligible employer described in section 457(e)(i)(A) of the Code
that shall separately account for the distribution, or (vi) an annuity contract
described in section 403(b) of the Code; provided, however, that with respect to
a distribution (or portion of a distribution) consisting of After-Tax
Contributions, “eligible rollover plan” shall mean a plan described in clause
(i), (ii), (iii), (iv) or (vi) effective January 1, 2007.

Effective January 1, 2008, a “qualified rollover contribution” as described
in section 408A(e) of the Code may be made from the Plan to a Roth individual
retirement account in a direct rollover subject to the rules set forth in
section 408A of the Code and any regulations issued there under.

Effective April 15, 2009, any distribution of benefits to the Beneficiary of
a deceased Participant who is not the surviving Spouse of the Participant may be
transferred in a direct transfer to an individual retirement account or annuity
under sections 408(a) and (b) of the Code established for the purpose of
receiving such distribution and which will be treated as an inherited individual
retirement account pursuant to the provisions of section 402(c)(11) of the Code,
if such distribution otherwise meets the requirements set forth above. Such
direct rollover of a distribution by a nonspouse Beneficiary shall be treated as
an eligible rollover distribution only for purposes of section 402(c) of the
Code. An eligible retirement plan shall include an individual retirement account
or annuity under sections 408(a) and (b) of the Code established for the purpose
of receiving a distribution that is rolled over from a nonspouse distributee,
but only if the conditions set forth herein above are satisfied. Distributee
shall include a nonspouse Beneficiary, but only if the conditions set forth
above are satisfied.

9.07 Minimum Required Distribution. If a Participant is a 5% owner of
the Employer (as determined under section 416 of the Code), or if a Participant
attained age 70¹/2 before January 1, 2002, he or she shall receive,
with respect to each calendar year during which and following the calendar year
in which he attained age 70¹/2, the minimum required distribution
amount described under section 401(a)(9) of the Code and the regulations
thereunder. In no event shall the first minimum required distribution be made
later than the April 1 of the calendar year following the calendar year in which
he attained age 70¹/2. The amount of such distribution shall be
determined in

accordance with section 401(a)(9) of the Code and the regulations thereunder.
The amount of minimum required distributions for calendar years prior to 2003
shall be determined and made in accordance with the regulations under section
401(a)(9) of the Code that were proposed in 1987, including the minimum
distribution incidental benefit requirement of section 1.401(a)(9)-2 of the
proposed regulations. The amount of minimum required distributions for the 2003
calendar year and thereafter shall be determined and made in accordance with the
final regulations promulgated under section 401(a)(9) of the Code, including the
minimum distribution incidental benefit requirement of Q&A-1(d) of section
1.401(a)(9)-5 of the final regulations.

9.08 Required Minimum Distributions for 2009. Notwithstanding Sections
9.07 or 14.04, a Participant or Beneficiary who would have been required to
receive required minimum distributions for 2009 but for the enactment of section
401(a)(9)(H) of the Code (“2009 RMDs”), and who would have satisfied that
requirement by receiving distributions that are (1) equal to the 2009 RMDs or
(2) one or more payments in a series of substantially equal distributions (that
include the 2009 RMDs) made at least annually and expected to last for the life
(or life expectancy) of the Participant, the joint lives (or joint life
expectancy) of the Participant and the Participant153s designated Beneficiary, or
for a period of at least 10 years (“Extended 2009 RMDs”), shall not receive
those distributions for 2009. A Direct Rollover shall be offered only for
distributions that would be Eligible Rollover Distributions without regard to
section 401(a)(9)(H) of the Code.

ARTICLE X

WITHDRAWALS AND LOANS

10.01 General. A Participant may withdraw amounts from his Account to
the extent provided under this Article X and, if applicable, in accordance with
Appendix B. Any withdrawal shall be considered the distribution of a portion of
the Participant153s benefit and shall be paid in a single sum. A withdrawal shall
be disregarded, however, for purposes of determining whether the Participant153s
Benefit Commencement Date has occurred. A Participant153s request for a withdrawal
must be made in writing within the period prescribed by the Plan Manager. The
amount of the withdrawal shall be divided proportionally among the Investment
Funds in which the Accounts from which the withdrawal is to be made are
invested. Withdrawals shall be made in accordance with the procedures
established by the Plan Manager.

10.02 Withdrawals from After-Tax Account. Subject to the requirements
set forth in Section 10.01, a Participant who is an Employee may withdraw all or
a portion of the balance of his After-Tax Account (other than earnings on
After-Tax Contributions made on or after January 1, 1987), up to one time in any
six-consecutive month period. Withdrawals from a Participant153s After-Tax Account
shall be made in the following order:

(a) After-Tax Contributions made before January 1, 1987; then

(b) Amounts relating to After-Tax Contributions after December 31, 1986,
including a pro-rata portion of the earnings thereon; and then

10.03 Withdrawals from Tax Deductible Contribution Account and Rollover
Account. Subject to the requirements set forth in Section 10.01, a
Participant may withdraw all or a portion of the balance of his Tax Deductible
Contribution Account or Rollover Account at any time.

10.04 Withdrawals from Regular Account. Subject to the requirements
set forth in Section 10.01, a Participant who is an Employee may withdraw all or
a portion of the balance of his Regular Account, up to one time in any
six-consecutive month period if the following requirements are met:

(a) the Participant has withdrawn the entire balance of his After-Tax
Account; and

(b) the Participant153s aggregate years of participation in this Plan and any
Prior Plan is five years.

10.05 Withdrawals from ESOP Account. Subject to the requirements set
forth in Section 10.01, a Participant who is an Employee may withdraw all or a
portion of the vested balance of his ESOP Account (other than the portion of his
ESOP Account attributable to Matching Contributions made on or after January 1,
2007), up to one time in any six-consecutive month period if the following
requirements are met:

(a) the Participant has withdrawn the entire balance of his After-Tax Account
and his Regular Account; and

(b) the Participant153s aggregate years of participation in this Plan and any
Prior Plan is five years.

10.06 Withdrawals from GPEP Account. Subject to the requirements set
forth in Section 10.01, a Participant who is an Employee and who has withdrawn
the entire balance of his After-Tax Account and his Regular Account may, up to
one time in any six consecutive month period, withdraw the portion of the
balance of his GPEP Account attributable to Contributions made at least
36-months prior to the date the withdrawal is requested.

10.07 Hardship Withdrawals.

(a) Subject to the requirements set forth in Section 10.01 and in subsection
(b) of this Section 10.07, and, if applicable, in accordance with Appendix B, a
Participant may elect a withdrawal from his Tax Deferred Account (excluding any
earnings credited after December 31, 1988), on account of an immediate and heavy
financial hardship; provided, however, that the amount of such withdrawal must
be necessary to satisfy the immediate and heavy financial need as determined
under subsections (c) and (d).

(b) In the event a Participant receives a withdrawal under this Section
10.07, the Participant shall be both ineligible to have Tax Deferred
Contributions made on his behalf and ineligible to make After-Tax Contribution
for the 6-month period following his receipt of the withdrawal.

(1) medical care described in section 213(d) of the Code incurred by the
Participant, the Participant153s spouse, or any dependents of the Participant as
defined in Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3) (or the distribution
is necessary for such persons to obtain such medical care);

(2) the purchase (excluding mortgage payments) of a principal residence for
the Participant;

(3) the payment of tuition and related educational fees for the next 12
months of post-secondary education for the Participant, his spouse, children or
dependents (as defined in Treas. Reg. Section 1.401(k)-1(d)(3)(iii)(B)(3));

(4) the repair of damage to the Participant153s principal residence that would
qualify for the casualty deduction under section 165 of the Code (determined
without regard to whether the loss exceeds 10% of adjusted gross income);

(5) the need to prevent the eviction of the Participant from, or foreclosure
on the mortgage of, the Participant153s principal residence;

(6) payments for burial or funeral expenses for the Participant153s deceased
parent, spouse, children or dependents (as defined in Treas. Reg. Section
1.401(k)-1(d)(3)(iii)(B)(3));

(7) federal, state or local income taxes or penalties reasonably anticipated
to result from the distribution; or

(8) such other circumstances as may be prescribed by the Secretary of the
Treasury or his delegate.

The final determination of whether an immediate and heavy financial hardship
exists shall be determined by the Plan Manager, which shall be under no
obligation to verify independently the facts of hardship submitted by a
Participant. Unless the Plan Manager or its designee has actual knowledge to the
contrary, the Plan Manager shall be entitled to rely upon an affidavit signed by
the Participant as proof of the elements necessary for a hardship withdrawal.

(d) For purposes of this Section 10.07, a withdrawal shall be deemed to be in
the amount necessary to alleviate an immediate financial hardship if:

(1) the amount of the withdrawal does not exceed the amount required to
satisfy the immediate and heavy financial need;

(2) the Participant has obtained all available withdrawals and distributions
from his Regular Account, ESOP Account, GPEP Account, Tax Deductible
Contribution Account, Rollover Account, and After-Tax Contribution Account; and

(3) the Participant has obtained all nontaxable loans currently available to
the Participant from the Plan and all plans maintained by the Company or an
Affiliate.

10.08 Withdrawals after Age 59¹/2. Subject to the requirements set forth in
10.01, after he has attained age 59¹/2, a Participant may withdraw
all or any portion of his vested interest in his Account, up to one time in any
six-consecutive month period.

10.09 Military Withdrawals. Effective January 1, 2009, a Participant
receiving differential military pay shall be treated as having a Severance from
Employment for purposes of taking a distribution of that portion of his or her
Account consisting of Tax Deferred Contributions if he or she is absent from
employment due to performing service in the uniformed services described in
section 3401(h)(2)(A) of the Code. If a Participant elects to take a
distribution pursuant to the foregoing, he or she shall be precluded from
electing to have the Employer contribute Tax Deferred Contributions from his or
her Compensation on his or her behalf to the Plan for six months following the
date of the distribution.

10.10 Loans to Participants. The Plan Manager may, in his discretion,
cause the Plan to lend to any qualified Participant an amount, as requested by
the Participant, from his Accounts (excluding amounts held in his Tax Deductible
Contribution Account or GPEP Account), upon such terms as the Plan Manager may
see fit and, if applicable, in accordance with Appendix B.

(a) Qualification for Loans. A Participant is eligible for a Plan loan
if he is (1) an Employee, or (2) a Participant who is a party in interest, as
determined under section 3(14) of ERISA.

(b) Amount of Loan. The amount lent to any Participant shall not
exceed the lesser of:

(1) the lesser of $50,000 or 50% of the amount in the Participant153s vested
interest in his Accounts; or

(2) the greater of $10,000, or one-half of the value of the vested portion of
the Employee153s accounts under all plans maintained by the Employer and all
Affiliates.

For purposes of determining the maximum amount of a loan under this
subsection (b), the balance of a Participant153s Tax Deductible Contribution
Account and GPEP Account shall be disregarded. The minimum amount of any loan
made to a Participant shall be set by the Plan Manager from time to time, in a
uniform and nondiscriminatory manner. A Participant may not have more than one
loan outstanding at any time.

(c) Loan Term; Interest Rates. Each loan shall be repaid within no
less than one year and no more than five years from the date the loan is made,
unless the loan proceeds are used to acquire a dwelling that is to be used as
the Participant153s principal residence, in which event the term of the loan may
not be more than fifteen years. Each loan shall bear a fixed rate of interest
that is commercially reasonable, as determined by the Plan Manager.

(d) Other Loan Requirements. The amount lent to any Participant shall
be debited against all of the Participant153s Accounts from which the loan may be
made (as determined under subsection (a)) such that the amount of the loan is
prorated among such Accounts on the basis of the balance of each Account at the
time the loan is made, and the interest paid to the Trustee by the Participant
on the loan shall be allocated to such Accounts and to the Account of no other
Participant. The amount of any loan, including accrued interest, un-repaid at
the time a Participant or his Beneficiary becomes entitled to a distribution
under Article IX shall be deducted from the amount otherwise distributable to
the Participant or Beneficiary. No note or other document evidencing a loan
shall be negotiable or otherwise assignable.

(e) Elections. In order to be valid, a Participant153s request for a
loan must be made in the time and manner prescribed by the Plan Manager.

(f) Expense of Loan. The Plan Manager may charge a reasonable loan
processing fee as well as an annual loan administration fee for each year the
loan is outstanding. Such fee shall be applied on a uniform and
nondiscriminatory manner.

(g) Repayment. Loans shall be repaid in equal installments (not less
frequently than quarterly) through payroll withholding or, in the case of a
Participant153s unpaid authorized leave of absence or lay-off, by personal check.
A Participant may fully repay the loan at any time without penalty. Loans shall
become immediately due and payable upon a Participant153s Termination of
Employment, retirement or death.

(h) Loan Security and Documentation. A loan shall be evidenced by a
written document containing such terms and conditions as the Plan Manager shall
determine, and shall be secured by the Participant153s vested interest in his
Accounts (other than his Tax Deductible Contributions Account).

ARTICLE XI

SPECIAL PROVISIONS FOR TOP-HEAVY PLANS

11.01 Determination of Top-Heavy Status. The Plan shall be considered
top-heavy for the Plan Year, if, as of the Determination Date:

(a) the Plan is not part of an Aggregation Group and the Key Employee Ratio,
determined by substituting the “Plan” for the “Aggregation Group” each place it
appears in Section 2.36, exceeds 60%, or

(b) the Plan is part of an Aggregation Group and the Key Employee Ratio of
such Aggregation Group exceeds 60%;

The Plan shall be deemed super top-heavy as to any Plan Year if, as of the
Determination Date with respect to such Plan Year, the conditions of subsections
(a) or (b) hereof are met with “90%” substituted for “60%” therein.

11.02 Minimum Contributions. For any Plan Year in which the Plan is
determined to be top-heavy or super top-heavy within the meaning of Section
11.01, the Plan shall provide a minimum Employer contribution (consisting of
Matching Contributions, nonelective Employer contributions, or both) for each
Participant who is a Non-Key Employee and has not incurred a Severance from
Employment by the end of the Plan Year in an amount equal to 5% of the
Participant153s Testing Compensation.

11.03 Minimum Vesting. For any Plan Year in which the Plan is defined
to be top-heavy or super top-heavy within the meaning of Section 11.01, each
Participant during such Plan Year shall become 100% vested in all of his
Accounts and shall remain fully vested in such Accounts after the Plan ceases to
be top-heavy.

ARTICLE XII

PLAN ADMINISTRATION

12.01 Fiduciary Responsibility.

(a) The Plan shall be administered by the Plan Manager, which shall be the
Plan153s “named fiduciary” and “administrator,” as those terms are defined by
ERISA, and its agent designated to receive service of process. All matters
relating to the administration of the Plan, including the duties imposed upon
the plan administrator by law, except those duties allocated to the
Administrative Committee and those duties relating to the control or management
of Plan assets, shall be the responsibility of the Plan Manager. The Plan
Manager or the Administrative Committee (to the extent of the duties of each
under the Plan), as the case may be, shall have the power to interpret and
construe the provisions of the Plan, and to decide such questions as may rise in
connection with the operation of the Plan, including interpretation of ambiguous
Plan provisions, determination of disputed facts, and application of Plan
provisions to unanticipated circumstances. The determination of the Plan Manager
or the Administrative Committee (to the extent of the duties of each under the
Plan), as the case may be, shall be subject to review only for abuse of
discretion.

(b) The Administrative Committee shall be responsible for reviewing and
deciding appeals under the Plan, in accordance with Section 12.11(b) of the
Plan.

(c) The Plan Manager shall be responsible for the day-to-day administration
of the Plan and shall have the authority to adopt such rules, guidelines, forms
and procedures, not inconsistent with the terms of the Plan, as deemed necessary
and/or appropriate to the operation and/or administration of the Plan. The Plan
Manager shall also be responsible for the reporting and disclosure requirements
applicable to the Plan under ERISA, the Code and/or any other Federal, state or
local law.

(d) The Investment Committee shall be responsible for all matters relating to
the control and management of Plan assets to the extent not assigned to the
Trustee in the Trust Agreement or other instrument. The duties and
responsibilities of the Investment Committee shall include, but not be limited
to, the selection of the Investment Funds, the selection of the Investment
Manager, and the monitoring of the performance of the Investment Manager and
Trustee. The Investment Committee shall be a “named fiduciary” as that term is
defined by ERISA.

12.02 Appointment and Removal of Plan Manager and Committees. The Plan
Manager, the Administrative Committee and the Investment Committee shall be
appointed and may be removed by the Board. The Plan Manager and persons
appointed to the Administrative Committee or the Investment Committee may be,
but need not be, employees of the Employer. The Plan Manager and any
Administrative Committee or Investment Committee member may resign by giving
written notice to the Board, which notice shall be effective 30 days after
delivery. The Plan Manager and any Administrative Committee or Investment
Committee member may be removed by the Board by written notice to such Committee
person, which notice shall be effective upon delivery. The Board shall promptly
select a successor following the resignation or removal of the Plan Manager or
of any Administrative Committee or Investment Committee member, if necessary to
maintain both an Administrative Committee and the Investment Committee of at
least one member.

12.03 Compensation and Expenses of Plan Manager and Committees. The
Plan Manager and members of the Administrative Committee and members of the
Investment Committee who are Employees shall serve without compensation. The
Plan Manager and members of the Administrative Committee or Investment Committee
who are not Employees may be paid reasonable compensation for services rendered
to the Plan. Such compensation, if any, and all ordinary and necessary expenses
of the Plan Manager, and the Administrative Committee and Investment Committee
shall be paid from the Fund unless paid by the Employer.

12.04 Plan Manager and Committee Procedures. The Plan Manager, and the
Administrative Committee and Investment Committee may enact such rules and
regulations for the conduct of their business and for the administration of the
Plan, as each may deem desirable. The Administrative Committee and Investment
Committee may act either at meetings at which a majority of its members are
present or by a writing signed by a majority of its members without the holding
of a meeting. Records shall be kept of the meetings and actions of the
Administrative Committee and the Investment Committee, and of the actions of the
Plan Manager. Neither the Plan Manager, nor any Administrative Committee or
Investment Committee member who is a Participant in the Plan shall vote upon, or
take an active role in resolving, any question affecting only his Accounts.

12.05 Indemnification of the Plan Manager and Committees. The Plan
Manager and each member of the Administrative Committee and the Investment
Committee shall be indemnified by the Company against costs, expenses and
liabilities (other than amounts paid in settlement to which the Company does not
consent) reasonably incurred by him in connection with any action to which he
may be a party by reason of his service as Plan Manager or a member of the
Administrative Committee or Investment Committee except in relation to matters
as to which he shall be adjudged in such action to be personally guilty of
willful misconduct in the performance of his duties. The foregoing right to
indemnification shall be in addition to such other rights as the Plan Manager or
the member of the Administrative Committee or Investment Committee may enjoy as
a matter of law or by reason of insurance coverage of any kind, but shall not
extend to costs, expenses and/or liabilities otherwise covered by insurance or
that would be so covered by any insurance then in force if such insurance
contained a waiver of subrogation. Rights granted hereunder shall be in addition
to and not in lieu of any rights to indemnification to which the Plan Manager or
the member of the Administrative Committee or Investment Committee may be
entitled pursuant to the bylaws of the Company. Service as Plan Manager or as a
member of the Administrative Committee or Investment Committee shall be deemed
in partial fulfillment of the member153s function as an employee, officer or
director of the Employer, if he serves in that capacity as well as in the role
of Plan Manager or a member of the Administrative Committee or Investment
Committee.

12.06 Exclusive Benefit Rule. The Plan Manager and the Administrative
Committee and Investment Committee shall administer the Plan for the exclusive
purpose of (a) providing benefits to Participants and their Beneficiaries and
(b) defraying reasonable expenses of administering the Plan.

12.07 Consultants. The Plan Manager and the Administrative Committee
and Investment Committee may, and to the extent required for the preparation of
reports shall, employ accountants, actuaries, attorneys and other consultants or
advisors. The fees charged by such accountants, actuaries, attorneys and other
consultants or advisors shall represent reasonable compensation for services
rendered and shall be paid from the Fund unless paid by the Employer.

12.08 Payment of Plan Expenses. The expenses incurred by the Employer
in connection with the operation of the Plan, including, but not limited to,
expenses incurred by reason of the engagement of professional assistants and
consultants, shall be expenses of the Plan and shall be payable by the Plan at
the direction of the Plan Manager. The Employer shall have the option, but not
the obligation, to pay any such expenses, in whole or in part, and, by so doing,
to relieve the Plan from the obligation of bearing such expenses. Payment of any
such expenses by the Employer on one occasion shall not bind the Employer to pay
any similar expenses on any subsequent occasion. For the purpose of
administrative convenience, the Employer may pay certain expenses otherwise
payable by the Plan, for which it shall seek reimbursement by the Trustee from
the assets held in the Fund.

12.09 Method of Handling Plan Funds. All payments to the Fund shall be
made by the employee of the Employer charged with that responsibility by the
Board. All payments from the Fund shall be made by the Trustee.

12.10 Delegation and Allocation of Responsibility. To the extent
permitted under the terms of the Trust Agreement or applicable law, the Trustee
and any named fiduciary of the Plan may, by unanimous action in writing,
delegate or assign any of its responsibilities for administering the Plan to one
or more individuals or entities. In the event of any such delegation or
allocation, the Trustee or any named fiduciary, as applicable, shall establish
procedures for the thorough and frequent review of the performance of such
duties. Persons to whom responsibilities have been delegated may not delegate to
others any discretionary authority or discretionary control with respect to the
management or administration of the Plan.

12.11 Claims Procedures.

(a) Initial Claim. In the event of a claim by a Participant or his or
her Beneficiary with respect to the Plan, such claimant (himself or through his
authorized representative) shall present his or her claim in writing to the
Administrative Committee or its designee. The Administrative Committee or its
designee shall, within 90 days after receipt of such written claim, make a
determination and send a written or electronic notification to the claimant as
to its disposition. If the Administrative Committee or its designee determines
that special circumstances require an extension of time for processing the
claim, the Administrative Committee or its designee shall be allowed an
extension of time not to exceed 90 days from the end of the initial period and
shall so notify the claimant in writing prior to the termination of the initial
90-day period, and shall indicate the special circumstances requiring an
extension of time and the date by which to expect the benefit determination. In
the event the claim is wholly or partially denied, such notification shall:

(1) state the specific reason or reasons for the denial;

(2) make reference to the specific provisions of the Plan upon which the
denial is based;

(3) provide a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary;

(4) set forth the procedure by which the claimant may appeal the denial of
his or her claim and the applicable time limitations; and

(5) a statement of the claimant153s rights to bring a civil action under
section 502(a) of ERISA following an adverse benefit determination on appeal.

(b) Review of Denial. In the event a claimant wishes to appeal the
denial of his claim, the claimant (or his or her authorized representative) may
request a review of such denial by making application in writing to the
Administrative Committee within 60 days after receipt of such denial. Such
review will take into account all comments, documents, records, and other
information submitted by the claimant relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination. Such claimant (or his or her duly authorized representative) may,
upon written request to the Administrative Committee and free of charge, have
reasonable access to, and copies of, all documents, records, and other
information relevant to the claim for benefits. In addition, the claimant or his
authorized representative may submit to the Administrative Committee written
comments, documents, records and other information related to the claim for
benefits. Appeals not timely filed shall be barred. Within 60 days after receipt
of a written appeal, the Administrative Committee shall make a determination and
notify the claimant of its final decision. If the Administrative Committee
determines that special circumstances require an extension of time for
processing the claim, the Administrative Committee shall be allowed an extension
of time of up to an additional 60 days and shall so notify the claimant in
writing (prior to the end of the initial period) the reason or reasons for such
extension and the date by which a decision is expected. The final decision on
review shall contain:

(1) specific reasons therefor;

(2) reference to the specific Plan provisions upon which it is based;

(3) a description of the claimant153s right to receive, upon written request
and free of charge, reasonable access to, and copies of, all documents, records,
and other information relevant to the claim for benefits;

(4) a description of any voluntary appeals procedures offered by the Plan;
and

(5) a statement of the claimant153s rights to bring a civil action under
section 502(a) of ERISA.

If the Administrative Committee has not exceeded the time limitations set
forth in this Section 12.11, the decision shall be final and conclusive on all
persons claiming benefits under the Plan, subject to applicable law. If the
claimant challenges the decision of the Administrative Committee, a review by a
court of law shall be limited to the facts, evidence, and issues presented
during the claims and appeals procedure set forth above. The claims and appeals
process described herein must be exhausted before the claimant can pursue the
claim in federal court. Facts and evidence that become known to the claimant
after having exhausted the review procedure may be submitted for reconsideration
of the review decision in accordance with the time limits established above.
Issues not raised during the review process shall be deemed waived.

(c) Exhaustion of Claims Procedures and Time Period for Bringing a
Lawsuit. A claim or action (1) to recover benefits allegedly due under the
provisions of the Plan or by reason of any law (including, without limitation, a
civil action under Section 502(a) of ERISA), (2) to enforce rights under the
Plan, (3) to clarify rights to future benefits under the Plan, or (4) any other
claim or action that relates to the Plan and seeks a remedy, ruling, or judgment
of any kind against the Plan or a Plan fiduciary or party in interest may not be
filed in any court until the claimant has exhausted the Plan153s claim and appeal
process for any and all reasons the claimant believes his claim should be
approved. In addition, any such claim or action must be filed no later than one
year after, as appropriate, the earliest to occur of the following: the date the
first benefit payment was made or due, the date the Administrative Committee or
its delegate first denied the claimant153s request on appeal, or the earliest date
the claimant knew or should have known the material facts on which such claim or
action is based. Any claim or action filed after the end of this one-year period
shall be time-barred.

ARTICLE XIII

AMENDMENT AND TERMINATION

13.01 Amendment. The Plan may be amended at any time and from time to
time by or pursuant to a formal written action of the Board, the Compensation
Committee of the Board, the Company153s Chief Financial Officer and the most
senior Human Resources officer of the Company acting as a committee, or the Plan
Manager, subject to the following restrictions:

(a) the Plan Manager may make amendments only to the extent that they are
necessary or appropriate to maintain the Plan153s compliance with the applicable
statutes or regulations;

(b) the Company153s Chief Financial Officer and most senior Human Resources
officer of the Company acting as a committee may make amendments only to the
extent that the effect of the amendments results in an annual cost of less than
$1,000,000;

(c) the Company153s Chief Executive Officer may make amendments only to the
extent that the effect of the amendments results in an annual cost less than
$25,000,000; and

(d) the Compensation Committee of the Board may make amendments only to the
extent that the affect of the amendments results in an annual cost less than
$50,000,000.

Notwithstanding the foregoing, however, to the extent that the Company153s
Corporate Delegation of Authority Chart or other action of the Board modifies
the amendatory authority described in the preceding sentence, the Plan shall be
deemed to have been amended in accordance with the Delegation of Authority Chart
or such Board action. In no event shall an amendment be effective to the extent
that it has the effect of decreasing the balance of a Participant153s Account or
eliminating an optional form of

benefit payment for benefits attributable to service before the later of the
date the amendment is adopted or the date it becomes effective, except to the
extent permissible under section 411(d)(6) of the Code and the regulations
thereunder. If the vesting schedule of the Plan is amended, the nonforfeitable
interest of a Participant in his Accounts, determined as of the later of the
date the amendment is adopted or the date it becomes effective, shall not be
less than the Participant153s nonforfeitable interest in his Accounts determined
without regard to such amendment. If the Plan153s vesting schedule is amended,
each Participant with three or more Years of Service may elect to have the
nonforfeitable percentage of his Accounts computed under the Plan without regard
to such amendment. The Participant153s election shall be made within 60 days after
the latest of (1) the date the amendment is adopted, (2) the date the amendment
becomes effective, or (3) the date the Participant is given written notice of
the amendment by the Board or the Trustee.

13.02 Termination or Partial Termination.

(a) Right to Terminate Reserved. While the Company intends to continue
the Plan indefinitely, it reserves the right to terminate the Plan at any time
by formal written action of the Board. Further, any Employer may, at any time
for any reason, withdraw from participation in the Plan, in whole or in part, by
action of its governing board.

(b) Treatment of Participants Upon Termination. If the Plan is
terminated or partially terminated, Accrued Benefits of the Participants
affected thereby shall immediately vest and be nonforfeitable, to the extent
funded. No employees of such Employer who are not then Participants may
thereafter be admitted to the Plan, and the Employer shall make no further
contributions to the Fund.

(c) Liability of Employer. The Employer shall have no liability in
respect of payment under the Plan, except to pay over to the Trustee the
contributions otherwise required under the Plan, and each Participant, his
Beneficiary or alternate payee shall look solely to the Trust for distribution
of benefits under the Plan.

(d) Successor Employers. Unless this Plan is terminated earlier, a
successor employer of the Employees of the Employer may continue this Plan and
Trust by joining with the Trustee in executing an appropriate supplemental
agreement. Such successor employer shall ipso facto succeed to all the rights,
powers, and duties of the Employer hereunder. In such event, the Plan shall not
be deemed to have terminated and the employment of any Employee who is continued
in the employ of such successor Employer shall be deemed not to have been
terminated or severed for any purposes hereunder.

ARTICLE XIV

MISCELLANEOUS

14.01 Merger, Consolidation or Transfer of Assets or Liabilities. The
Company reserves the right to merge or consolidate the Plan with any other
defined contribution plan qualified under section 401(a) of the Code, or to
transfer Plan assets or liabilities to any other qualified defined contribution
plan, provided that the amount standing to the credit of each Participant153s,
Beneficiary153s and alternate payee153s Accounts immediately after any such merger,
consolidation or transfer of assets or liabilities shall be at least equal to
the amount standing to the credit of the Participant153s, Beneficiary153s and
alternate payee153s Accounts immediately before such merger, consolidation or
transfer, determined as if the Plan had then terminated.

14.02 Limited Purpose of Plan. The establishment or existence of the
Plan shall not confer upon any Employee the right to be continued as an
Employee. The Employer expressly reserves the right to discharge any Employee
whenever in its judgment its best interests so require.

14.03 Nonalienation. No benefit payable under the Plan shall be
subject in any manner to anticipation, assignment, or voluntary or involuntary
alienation. This Section 14.03 shall not preclude the Trustee from complying
with the terms of (a) a Qualified Domestic Relations Order, (b) a federal tax
levy made pursuant to section 6331 of the Code, (c) subject to section
401(a)(13) of the Code, a judgment relating to the Participant153s conviction of a
crime involving the Plan, or (d) subject to section 401(a)(13) of the Code, a
judgment, order, decree, or settlement agreement between the Participant and the
United States Department of Labor relating to a violation (or an alleged
violation) of part 4 subtitle B of Title I of ERISA.

14.04 General Distribution Requirements. All distributions under the
Plan shall be determined and made in accordance with the minimum distribution
incidental death benefit requirements of the regulations under section 401(a)(9)
of the Code. Effective prior to January 1, 2003, all distributions shall be
determined and made in accordance with the minimum distribution requirements of
the regulations under section 401(a)(9) of the Code that were proposed in 1987,
including the minimum distribution incidental benefit requirement of section
1.401(a)(9)-2 of the proposed regulations. Effective January 1, 2003, all
distributions shall be determined and made in accordance with the final
regulations promulgated under section 401(a)(9) of the Code, including the
minimum distribution incidental benefit requirement of Q&A-1(d) of section
1.401(a)(9)-5 of the final regulations; provided, however, that the amount of
any payments made to a Participant with a Benefit Commencement Date prior to
January 1, 2003 shall not be decreased by the application of the final
regulations.

14.05 Facility of Payment. If the Plan Manager, in his sole
discretion, deems a Participant, Beneficiary or alternate payee who is entitled
to receive any payment hereunder to be incompetent to receive the same by reason
of age, illness, infirmity or incapacity of any kind, the Plan Manager may
direct the Trustee to apply such payment directly for the benefit of such
person, or to make payment to any person selected by the Plan Manager to
disburse the same for the benefit of the Participant, Beneficiary or alternate
payee. Payments made pursuant to this Section 14.05 shall operate as a
discharge, to the extent thereof, of all liabilities of the Employer, the
Trustee, the Administrative Committee, the Plan Manager and the Fund to the
person for whose benefit the payments are made.

14.06 Impossibility of Diversion. All Plan assets shall be held as
part of the Fund until paid to satisfy allowable Plan expenses or to provide
benefits to Participants, their Beneficiaries or alternate payees. It shall be
impossible, unless Section 4.10, 14.07 or 14.10 applies, for any part of the
fund to be used for, or diverted to, purposes other than the exclusive benefit
of the Participants, their Beneficiaries or alternate payees or the payment of
the reasonable expenses of the administration of the Plan or of the Fund or
both, and the Fund shall continue for such time as may be necessary to
accomplish the purposes for which it was established.

14.07 Unclaimed Benefits. If a Participant or Beneficiary to whom a
benefit is payable under the Plan cannot be located following a reasonable
effort to do so by the Trustee, such benefit shall be forfeited but shall be
reinstated if a claim therefor is filed by the Participant, Beneficiary or
alternate payee.

14.08 Benefit Offsets for Overpayments. If a Participant, Beneficiary
or alternate payee receives benefits hereunder for any period in excess of the
amount of benefits to which he was entitled under the applicable terms of the
Plan, such overpayment shall be offset against current or future benefit
payments, as applicable, until such time as the overpayment is entirely recouped
by the Plan, as determined by the Plan Manager in his sole discretion.

14.09 Contingent Effectiveness of Plan Amendment and Restatement. The
effectiveness of this amendment and restatement of the Plan shall be subject to
and contingent upon a determination by the District Director of the Internal
Revenue Service that the Plan and Trust continue to be qualified under the
applicable provisions of the Code, so that the contributions by the Employer are
deductible when made and the Trust continues to be exempt from federal income
tax. If the District Director determines that the amendment and restatement
adversely affect the existing qualified status of the Plan and Trust, then, upon
notice to the Trustee, the Board shall have the right further to amend the Plan
or to rescind the amendment and restatement.

14.10 Controlling Law. The Plan shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania, without regard to
any choice of law provisions, to the extent not preempted by federal law, which
shall otherwise control.

IN WITNESS WHEREOF, and as evidence of the adoption of the Plan as amended
and restated herein, Unisys Corporation has caused this instrument to be
executed by its duly authorized representatives.


UNISYS CORPORATION:

By:		/s/ Patricia A. Bradford
		Patricia A. Bradford

Dated:		December 20, 2011

By:		/s/ Janet Brutschea Haugen
		Janet Brutschea Haugen

Dated:		December 20, 2011

APPENDIX A

PARTICIPATING AFFILIATES

(EFFECTIVE JANUARY 1, 2007)

Unisys Corporation

Unisys Unigen Corporation

Unisys European Services Ltd.

Unisys Latin America and Caribbean Headquarters

Unisys Holding Corporation

Convergent, Inc.

Unisys NPL, Inc.

Unisys Funding Corporation I

Unisys AP Investment Company I

Unisys Africa Holding, Inc.

Unisys CEE, Inc.

APPENDIX B

This Addendum amends and supplements the Plan to reflect relief granted by
the Internal Revenue Service as well as relief granted under the Katrina
Emergency Tax Relief Act of 2005 and the Gulf Opportunity Zone Act of 2005 for
certain individuals affected by Hurricanes Katrina, Rita and Wilma.

I. Definitions. For purposes of this Addendum, the following
definitions apply:

1.1 “Eligible Retirement Plan” means a qualified retirement plan, such as the
Plan, a 403(a) annuity, a 403(b) annuity, a 457 governmental plan or an
individual retirement account or annuity that accepts rollovers.

1.2 “Qualified Hurricane Katrina Participant” means an individual whose
principal place of residence on August 28, 2005 was located in the Hurricane
Katrina disaster area and who has sustained an economic loss by reason of
Hurricane Katrina.

1.3 “Qualified Hurricane Rita Participant” means an individual whose
principal place of residence on September 23, 2005 was located in the Hurricane
Rita disaster area and who has sustained an economic loss by reason of Hurricane
Rita.

1.4 “Qualified Hurricane Wilma Participant” means an individual whose
principal place of residence on October 23, 2005 was located in the Hurricane
Wilma disaster area and who has sustained an economic loss by reason of
Hurricane Wilma.

1.5 “Qualified Hurricane Katrina Distribution” means a distribution from an
Eligible Retirement Plan made on or after August 25, 2005, and before January 1,
2007, to a Qualified Hurricane Katrina Participant.

1.6 “Qualified Hurricane Rita Distribution” means a distribution from an
Eligible Retirement Plan made on or after September 23, 2005, and before January
1, 2007, to a Qualified Hurricane Rita Participant.

1.7 “Qualified Hurricane Wilma Distribution” means a distribution from an
Eligible Retirement Plan made on or after October 23, 2005, and before January
1, 2007, to a Qualified Hurricane Wilma Participant.

II. Distributions.

2.1 Any Qualified Hurricane Katrina Distribution, Qualified Hurricane Rita
Distribution or Qualified Hurricane Wilma Distribution, as applicable, made to a
Participant pursuant to this Addendum shall not exceed the lesser of (1)
$100,000 or (2) the vested portion of such Participant153s Account balance,
whether or not such Participant has otherwise satisfied the requirements to
receive a distribution under the Plan. However, any such distribution from this
or any other Eligible Retirement Plan of the Company shall not, in the
aggregate, exceed $100,000.

2.2 Any portion of a Qualified Hurricane Katrina Distribution, Qualified
Hurricane Rita Distribution or Qualified Hurricane Wilma Distribution, as
applicable, made to a Participant pursuant to this Addendum may be repaid by
such Participant at any time during the three-year period beginning on the day
after the date on which such Participant received the distribution. The
repayment may be made to any Eligible Retirement Plan, regardless of the plan
from which the distribution was received.

III. Loans.

3.1 A Qualified Hurricane Katrina Participant, a Qualified Hurricane Rita
Participant or a Qualified Hurricane Wilma Participant may obtain a loan from
the Plan (after taking into account the outstanding balance of other loans) in
an amount equal to the lesser of $100,000 or 100 percent of the vested portion
of the Participant153s Account (less the highest value of all other outstanding
loans in the prior 12 months).

3.2 Any loan repayment otherwise due on or after (1) August 25, 2005 through
December 31, 2006 in the case of a Qualified Hurricane Katrina Participant, (2)
September 23, 2005 through December 31, 2006 in the case of a Qualified
Hurricane Rita Participant or (3) October 23, 2005 through December 31, 2006 in
the case of a Qualified Hurricane Wilma Participant shall be delayed for one
year. After the one-year delay, such Participant153s loan repayments shall be
adjusted to reflect the delayed repayments and unpaid interest. The loan
repayment term shall be extended by one year regardless of whether such
extension would cause the loan original loan term to extend beyond five years in
the case of loan not used to purchase a Participant153s principal residence.

IV. Hardship Withdrawals.

4.1 A Qualified Hurricane Katrina Participant who obtained a hardship
withdrawal from the Plan after February 28, 2005 and before August 29, 2005 for
purchase or construction of a principal residence that was not finalized because
it was in an area affected by Hurricane Katrina shall be permitted to repay all
or a portion of such distribution to an Eligible Retirement Plan on or before
February 28, 2006.

4.2 A Qualified Hurricane Rita Participant who obtained a hardship withdrawal
from the Plan after February 28, 2005 and before September 24, 2005 for purchase
or construction of a principal residence that was not finalized because it was
in an area affected by Hurricane Rita shall be permitted to repay all or a
portion of such distribution to an Eligible Retirement Plan on or before
February 28, 2006.

4.3 A Qualified Hurricane Wilma Participant who obtained a hardship
withdrawal from the Plan after February 28, 2005 and before October 24, 2005 for
purchase or construction of a principal residence that was not finalized because
it was in an area affected by Hurricane Wilma shall be permitted to repay all or
a portion of such distribution to an Eligible Retirement Plan on or before
February 28, 2006.

4.4 In the case of a Qualified Hurricane Katrina Participant or a Participant
who is not a Qualified Hurricane Katrina Participant but who either (1)
maintained principal residence in an area affected by Hurricane Katrina, (2) had
his principal place of employment in an area affected by Hurricane Katrina, or
(3) had lineal descendants or ascendants, a spouse or other dependents whose
principal residence or place of employment was in an area affected by Hurricane
Katrina, any distribution on account of Hurricane Katrina shall be deemed to be
a hardship withdrawal, provided such distribution is made on or after August 29,
2005, and no later than March 31, 2006. Furthermore, the Plan153s six-month
suspension requirement on contributions following a hardship withdrawal shall
not apply.

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